Effective January 1, All About Business Accounts & Services. Disclosure and Agreement

Transcription

1 Effective January 1, 2014 All About Business Accounts & Services Disclosure and Agreement

2 COMMUNICATION WITH US When you need to: Report a lost or stolen ATM Card or Debit Card, compromised PIN, or online banking access code (call us immediately) Check account balance Check rate information Find out if a direct deposit has been made Report errors concerning Deposit Card, ATM Card, Debit Card, ACH or online transactions, or check conversion Stop payment on checks written Cancel online bill payment Place a postdated check order Cancel preauthorized electronic payment (ACH) Call Automated service: 24 hours 7 days a week Personal service: 7:00 a.m. 9:00 p.m., Monday Friday; 8:00 a.m. 5:00 p.m., Saturday (Pacific Time, except federal holidays) Write Union Bank PO Box 2327 Brea, CA Report a wire transfer error Contact your branch of account Direct Access wire customers may call :30 a.m. 5:00 p.m. (Pacific Time) Union Bank Wire Services Division 1980 Saturn St. V Monterey Park, CA Report an error regarding an ACH transaction Fax Telephone Banking When you need to: Use or ask questions about Telephone Banking Report errors concerning Telephone Banking transactions or cancel a Telephone Banking bill payment Call Automated service: 24 hours, 7 days a week Personal service: 7:00 a.m. 9:00 p.m., Monday Friday 8:00 a.m. 5:00 p.m., Saturday (Pacific Time, except federal holidays) Reach Telephone Banking using a rotary phone Access TDD Telephone Banking for hearing-impaired customers Priority Banking Client Service Japanese Customer Service Unit Global Capital Markets Foreign Exchange :00 a.m. 9:00 p.m., Monday Friday 8:00 a.m. 5:00 p.m., Saturday (Pacific Time, except federal holidays) (from the U.S.) or (from Japan) 8:00 a.m. 5:00 p.m., Monday Friday (Pacific Time, except federal holidays) :30 a.m. 4:00 p.m., Monday Friday (Pacific Time, except federal holidays)

3 Any notice you are required to give us by law or by this Agreement, or other order or instruction you may give us, must be in writing and mailed or delivered to us at your office of account or any address we specify, unless prescribed otherwise in this Agreement. You agree that we shall be allowed a reasonable period of time to act upon any such notice, order, or instruction. Table of Contents INTRODUCTION...1 Business Accounts...1 DEFINITION OF CERTAIN TERMS...1 BUSINESS CHECKING ACCOUNTS...3 Union Bank Business Fundamentals Checking...4 Union Bank Business Essentials Checking...4 Union Bank Business Essentials Interest Checking...4 Union Bank Business Extra Checking...5 Analyzed Business Checking...6 Analyzed Business Interest Checking...8 Nonprofit Checking...9 Interest on Lawyers Trust Account (IOLTA)...9 PRIORITY BANKING...10 FOREIGN CURRENCY DEMAND ACCOUNTS...11 SAVINGS AND MONEY MARKET ACCOUNTS GENERAL INFORMATION...11 SAVINGS ACCOUNTS...14 Business Savings...14 Business Preferred Savings SM...14 MONEY MARKET ACCOUNTS...14 Business MoneyMarket Account Business High Rate MoneyMarket Account Business Premium MoneyMarket Account...16 INFORMATION RELATING TO CHECKING, SAVINGS, AND MONEY MARKET ACCOUNTS...16 Order of Processing Checks and Other Items...16 Account Statements Overdrafts...19 Stop Payments Postdated Checks Stale-Dated (Old) Checks Changing Account Types Check Orders and Bank-by-Mail Kits Substitute Checks Subaccounts TIME DEPOSIT ACCOUNTS Deposits and Withdrawals Time Deposit Promotional Rate Time Deposit Payment Bond Time Deposit... 28

4 Public Funds Time Deposit Foreign Currency Time Deposit FRAUD DETECTION, DETERRENCE, AND SAFEGUARDING YOUR ACCOUNT COMMERCIAL CASH SERVICES Order and Delivery of Coin and Currency BSA/CTR/OFAC Compliance for Financial Institution Clients...34 INSTATAX...34 Federal Tax Deposits...34 State Tax Deposits...34 Terms and Conditions...34 ELECTRONIC BANKING SERVICES Business Days Deposit Card, ATM Card, and Debit Card Services Automatic Transfer Service Telephone Banking Electronic Funds Transfers Initiated by Third Parties...41 Automated Clearing House (ACH) Services...41 Preauthorized Transfers Limitation on Transfers Documentation of Transfers Lost or Stolen Card or Unauthorized Transaction...44 In Case of Errors or Questions About Your Electronic Transfers...44 Electronic Transaction Cancellations...44 Your Liability for Unauthorized Electronic Funds Transfers...46 Our Liability for Electronic Banking Transactions...46 WIRE TRANSFERS...46 General...46 Incoming Wire Transfers Outgoing Wire Transfers Our Liability Concerning Wire Transfers...48 Your Responsibility Concerning Wire Transfers...48 SAFE DEPOSIT SERVICE...48 GENERAL BANKING INFORMATION...49 Account Ownership...49 Adjustments...49 Additions or Changes in Account Terms...50 Authorized Signer/Contracting Officer...50 Change of Personal or Business Information...50 Check Cashing for Non-Customers Check Processing Cutoff Hour Check Quality Checks and Deposit Slips Changes to Banking Information Checks Payable to a Business or Trust Checks Sent for Collection Checks with Special Instructions Claim of Loss Closing an Account Communicating with You...54 Compliance with Applicable Law Conflicting Claims to Account Ownership or Control Credit Verification Customer Identification Death or Incompetence Demand Drafts or Remotely Created Checks Deposits Endorsements English Language Controlling Facsimile Signatures Deposit Insurance Funds Availability Governing Law...64 Inactive Accounts and Unclaimed Property...64 Income Tax Reporting Withholding of Income Tax International Transactions...66 Large Cash Withdrawals Legal Process Limitation on Time to Bring Action...68 Multiple Signatures...68 Night Depository Service...68 Advance Notice of Withdrawals/Transfers Online Services Opening Additional Accounts Presentment of Items Pricing Regions Purchase of Monetary Instruments Record Search Telephone and Electronic Communication Monitoring or Recording Release of Information to Third Parties DISPUTE RESOLUTION Resolution of Claims by Arbitration... 71

5 Option to Arbitrate Claims Covered Claims Not Covered Arbitration Procedure Arbitration Costs Applicable Law; Severance Returned Items Returned Items Custom Service Returned Items Notification Right of Setoff Security Interests Services for Disabled Customers Severability Tax Reporting Third-Party Service Providers Transferring or Assigning Rights to Your Account Waivers INTRODUCTION Welcome to Union Bank, N.A. Your account is backed by the reputation and resources of one of the largest banks on the West Coast, as well as by coverage of the Federal Deposit Insurance Corporation (FDIC) to permissible limits. Most accounts may be accessed in person at a Union Bank branch location, through online banking or Telephone Banking, or by using your ATM Card or Union Bank Debit MasterCard BusinessCard ("Debit Card"). Not all accounts and services are offered at all times at every Union Bank branch for all ownership accounts or types. Some services require you to enroll or subscribe. This disclosure, applicable fee schedule, other related documents we may provide you, and any amendments contain the terms of our agreement ( Agreement ) with you. This Agreement supersedes all previous agreements related to its subject matter. Except as otherwise stated, this Agreement does not alter or amend the terms or conditions of any other agreement you have with us. Business Accounts Business accounts are those accounts used for other than personal, family, or household purposes. Business customers, including sole proprietors, may select one of our business accounts to meet their banking needs. Activity such as merchant bankcard settlements, frequent deposits of coin and currency, usage of couriers for delivering deposits, business-related activity, or any other activity that we determine to be unusual or excessive for a personal account are considered to be commercial in nature and must be processed through an appropriate business account. Why we must ask you for identification To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver s license or other identifying documents. We may also ask you to provide additional information or documents about the business or organization for the new account. DEFINITION OF CERTAIN TERMS Annual Percentage Yield (APY) The total amount of interest paid on an account, based on the interest rate and the frequency of compounding for a 365-day period (366-day period in a leap year), and is expressed as a percentage. Annual Percentage Yield Earned (APYE) An annualized rate that reflects the relationship between the amounts of interest actually earned on your account during a statement period and the average daily ledger balance in the account for that period. Authorized Signer Authorized Signers on your account are those noted on the Bank Depositor Agreement (signature card) or as 1

6 authorized by you in writing. An Authorized Signer may act alone in conducting withdrawal transactions and transfers from the account. Available Balance (or Available Funds) The amount of funds available in your account for withdrawal. The Available Balance may not include the amount of a pending transaction; funds on hold based on our Funds Availability Policy; funds held in connection with transactions identified in a notice of presentment or return; funds held in connection with an adverse claim, a dispute, a levy, or other legal process; and funds held because of a security agreement. This amount may be different from your Ledger Balance (the total collected and uncollected funds shown for your account in our records) or Collected Balance (the Ledger Balance minus the amount of your uncollected funds). Average Monthly (Ledger) Balance (Statement Monthly Ledger Balance) The amount calculated by adding the Ledger Balance in the account for each day of the statement period and dividing that figure by the number of days in the period. Combined Balance This applies to 1 or more accounts that you ve agreed to link to your primary checking account. It includes the total combined Average Monthly Ledger Balance in these accounts. The Combined Balance may be used to determine whether you will be assessed monthly account service charges. What accounts you can include in your Combined Balance: You can ask us to combine balances of up to 20 checking, savings, money market, and time deposit accounts to arrive at your Combined Balance. Signature Banking SM and Priority Banking clients may include amounts held in IRAs, Portfolio Connection and UnionBanc Investment Services accounts, and some Union Bank business accounts. What happens if you don t meet the required Combined Balance in your primary checking account: We look at the previous statement s Average Monthly Ledger Balance in the Linked Accounts and combine them with the current month s Average Monthly Ledger Balance in your primary checking account. For time deposits, we use the Ledger Balance of the day before the current primary checking account statement date. If the Combined Balance does not meet the account requirements, you will be charged a monthly service charge. What you can t include in your Combined Balance: You cannot link accounts to more than 1 checking account for Combined Balance purposes. Daily Minimum Balance The lowest Ledger Balance in the account for any day of the monthly period. Business Days Monday through Friday, excluding federal holidays, even though we may be open on a Saturday or Sunday. Combined Transactions Includes each debit or paid Item, each credit or deposit, and each Item deposited (excluding checks deposited through Remote Deposit Service). Bank transactions, such as fees or adjustments, are excluded. Contracting Officer Designated by corporate resolution or by a company s governing body and is authorized to enter into deposit account, funds transfer, or treasury management services agreements with the Bank, and to authorize individuals to withdraw funds, initiate payment orders, execute service agreements, and otherwise give instructions on behalf of a company with respect to its deposit accounts and treasury management services. Item A check; substitute check; electronic Item; draft; demand draft; remotely created Item; or other order or instruction for the payment, transfer, or withdrawal of funds. Linked Account A Union Bank account for which balance history, transaction activity, or other factor is taken into consideration in connection with another Union Bank account, typically for the purpose of account analysis, higher interest rate on a deposit, to avoid the monthly service charge, or another enhanced account benefit. Restrictions may apply. Information about Linked Accounts, including account numbers and balances, may appear on Linked Account statements. MICR An acronym for Magnetic Ink Character Recognition. MICR or MICR line refers to the numerical information contained on the bottom line of a check or deposit slip, which includes a bank routing number, depositor account number, check serial number, and dollar amount of the check or deposit slip. Nonsufficient Funds (NSF) When the Available Balance is not enough to cover any Item or other transaction. Owner Refers to the legal owner of the account, including any business entity, sole proprietor, partnership, limited liability company, or public agency. An Owner may act individually or on behalf of all Owners when acting upon the account. We, our, us, and the Bank The words we, our, us, and the Bank refer to Union Bank, N.A. You and your The words you and your refer to an Owner of an account. BUSINESS CHECKING ACCOUNTS The following are available for each Union Bank business checking account. Account Features: (account features listed within specific product types are in addition to those listed below) Union Bank Business Deposit ATM Card ( Deposit Card ), Business Full Service ATM Card ( ATM Card ) or Debit MasterCard BusinessCard ( Debit Card ) (not applicable to Interest on Lawyers Trust Accounts) 2 3

7 Online banking and online bill pay Mobile banking through online enrollment Account alerts by or text message through online enrollment Balance greater than zero required to maintain the account May be used for Business Deposit Overdraft Protection to automatically cover overdrafts in another designated Union Bank account Minimum Deposit to Open Account:... $ 100 Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Check image service available for a fee. Fees: Fees apply to use your Union Bank ATM Card or Debit Card at non-union Bank ATMs; point-of-sale merchants may also add a surcharge. See applicable Fee Schedule for monthly service charge, qualifying monthly service charge waiver options, and transaction activity limits and fees. Union Bank Business Fundamentals Checking This account is for businesses with low transaction activity. Interest: No interest paid Other: For Union Bank Business Fundamentals Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. Union Bank Business Essentials Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Union Bank Business Essentials Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. Union Bank Business Essentials Interest Checking This account is for businesses with moderate transaction activity that would like to earn interest on their checking balances. Interest: The interest rate and corresponding APY for the account are variable and are set at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Agreement. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. We use the daily balance method to calculate the interest. We apply a daily periodic rate to the daily Collected Balance in the account. Each day, the Collected Balance will fall within one of the balance ranges designated for this account type. We pay interest on the entire Collected Balance in the account that day at the rate assigned for that particular balance range. Interest begins to accrue no later than the Business Day we receive credit for non-cash deposits, such as checks. We usually receive credit for deposited checks in 1 or 2 Business Days, depending primarily on the location of the banks on which they are drawn. Interest is compounded daily using a 365-day year (366 days each leap year), and credited to the account monthly. No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1/10 of one cent per day at the daily periodic rate in effect. If the account is closed during a month, accrued interest will be paid to the closing date. For accounts with special statements such as daily, weekly, dated, or flexible, interest will be paid to the account on the last Business Day of the month. Interest on Accounts Owned by Public Agencies Interest on Union Bank Business Essentials Interest Checking accounts owned by public agencies is calculated and paid as described above, except that the interest is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information. Other: If your Union Bank Business Essentials Interest Checking account is analyzed, we will deduct any interest accrued from the Earnings Allowance. For Union Bank Business Essentials Interest Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. Union Bank Business Extra Checking This account is for businesses with higher transaction activity. Account Benefits and Features: No monthly service charge for one linked Business High Rate MoneyMarket account One linked Ready to Go personal checking account with no monthly service charge No Business Deposit Overdraft Protection Daily Transfer Fee No incoming wire fee No fee for using a Union Bank ATM Card or Debit Card to access your Union Bank Business Extra Checking account at non-union Bank ATMs, and up to 4 rebates per month of ATM fees charged by other banks $50 discount on first order of business checks from Deluxe check printing Three-month waiver of Web Wire monthly fee 4 5

8 No monthly service charge for transaction downloads made by accessing either Quicken or QuickBooks software directly; excess transaction and excess access fees will still apply $100 application fee rebated upon activation of a new Merchant Services Account 1 No annual fee on a Business Edition Visa Credit Card and earn Maximum Rewards Bonus Points 2 Other: For Union Bank Business Extra Checking, the monthly Combined Balance is the Combined Balance of Union Bank personal and business deposit accounts that you ask us to link. Analyzed Business Checking Accounts on analysis typically have a high volume of activity or are linked to cash management services. Account analysis is used to assess Bank fees and other charges on accounts maintained by both for-profit and nonprofit organizations. You may request that one or more accounts be added to account analysis. The Bank may also review an account s activity to determine if it should be added to account analysis. Upon review, the Bank may determine, in its sole discretion, to add an account to analysis and will notify you accordingly. Fees and Charges Bank fees and other charges are assessed against an analyzed account monthly (unless other arrangements are made) and are documented in the appropriate analyzed fee schedule we provide. Your service charge for each settlement period is based on the activity of your account and the fees associated with that activity, as described in the applicable Fee Schedule. The Bank will calculate an Earnings Allowance by applying the Earnings Credit Rate to the balance available to support activity for each settlement period. The balance available to support activity 1 Merchant Services provided by Elavon. Subject to credit approval. Only applicable for a new Merchant Services Account with Elavon, which must be activated within 90 days of approval date to qualify. Applicable fees must be collected before rebate will be processed. Cannot be combined with another offer. Rebate will be applied to merchant s Elavon statement as a credit the month after account activation. 2 Open a business credit card account and pay no annual fee, plus get a 25% bonus on reward points earned in the first 6 months after account opening on qualifying transactions totaling $25,000 or more during that period only. See the Rewards Terms and Conditions in the Summary of Credit Terms for details. Complete details, including restrictions, limitations, and exclusions, will be available when you become a Cardmember. Credit cards issued and serviced by First Bankcard, a division of First National Bank of Omaha. We reserve the right to change the account terms should your credit profile change or for other reasons described in the Summary of Credit Terms. 6 is calculated as follows: Ledger Balance plus funds advanced; plus or minus adjustments; minus uncollected funds; minus Legal Reserves; minus Other Compensating Balance requirements that may be required to offset charges for Bank services. For interest-earning accounts, with the exception of the Analyzed Business Interest Checking account, the interest accrued or paid for the month is deducted from the Earnings Allowance for the month. Legal Reserves are the percentage of deposits that the Bank is legally required to hold or keep with the Federal Reserve Bank. This rate is determined by the Federal Reserve Bank and is calculated on your Collected Balances, plus uncollected funds advanced. Other Compensating Balances may include special pricing for loans or other services that may be agreed upon in return for maintaining a minimum average Collected Balance in your account. If your monthly service charge during the settlement period is the same as or less than your Earnings Allowance, you will not be assessed a monthly service charge. If your monthly service charge for the settlement period exceeds your Earnings Allowance, you will be charged for the amount by which your monthly service charge exceeds your Earnings Allowance. We will charge your account for the amount due within 30 days after the end of the settlement period. If you are invoiced, we will send an invoice for the amount due approximately 2 weeks after the end of the settlement period. You agree either to have your account charged by the Bank or to pay the invoice upon receipt. Any excess Earnings Allowance will not be paid to you and does not accumulate from settlement period to settlement period. Multiple Accounts More than one account may be linked on account analysis for purposes of determining monthly service charges and the Earnings Allowance. Ownership of all Linked Accounts may differ. If more than one account is linked, one account will be designated as the master account, and the Owner of the master account will be responsible to the Bank for all monthly charges on all Linked Accounts. By including an account under analysis, all account Owners waive any requirement for advance notice for any changes to a charge tied to the Reference Rate. Earnings Credit Rate Your Earnings Credit Rate appears on each analysis statement. Your Earnings Credit Rate is determined by the Bank, and is set each month based on market conditions, account balances, and market segment. You agree that this rate is subject to change without prior notice to you. The Bank s current Earnings Credit Rate may be obtained by contacting us. Earnings Allowance The Earnings Allowance is the earnings credit minus earned interest (if applicable) for the current settlement period. It applies only to the current settlement period s service charges and does not accumulate from one settlement period to the next. Reference Rate The Reference Rate is the rate of interest periodically indicated by the Bank. The Bank s current Reference Rate may be obtained by contacting us. You agree that this rate is subject 7

9 to change without prior notice to you. The Bank s Reference Rate and charges tied to it may vary as often as daily. Compensating Balances In some instances, special pricing for loans may be agreed upon in return for maintaining a minimum collected balance in the account(s). The Compensating Balances amount indicates the minimum balance agreed upon. Termination of Analysis Service The Bank may terminate analysis service on an account upon prior written notice. In such a case, any remaining amounts payable may be charged to your account. Overdrafts Interest charges for funds advanced due to nonsufficient funds during the settlement period are determined by using the Bank s Reference Rate plus a differential. See the Overdrafts and Overdraft Protection section of this Agreement for more information. We may advance funds, from time to time, to cover checks or other Items drawn against nonsufficient Available Funds. If we do so, and unless a different rate is expressly agreed to in writing, we will charge interest daily on the funds advanced at the rate published in the applicable Fee Schedule. For nonsufficient funds, the daily rate is calculated using a 360-day year and computed on the daily usage of nonsufficient funds for the month. For overdrafts, the daily rate is also calculated using a 360-day year. Interest is assessed from the date an overdraft balance is incurred, and then added to the overdraft balance along with any overdraft fees assessed. If for any reason we decide to waive interest charges or overdraft fees for a particular overdraft, we reserve the right to charge interest or overdraft fees for subsequent overdrafts. Unless we have otherwise agreed in writing, analysis earnings are not available to cover overdraft or nonsufficient Available Funds interest or fees, whether the Items are paid or returned. Interest and fees may be charged directly to your account. Analyzed Business Interest Checking The Analyzed Business Interest Checking account has the same features as the Analyzed Business Checking account with the exception of the features listed in this section. The Analyzed Business Interest Checking account is an interest-bearing transaction account that allows deposit balances to first pay for fees as outlined in the Fees and Charges paragraph above. This account type is not offered to sole proprietors. Multiple Accounts More than one account may be linked on account analysis for purposes of determining monthly service charges and Earnings Allowance. All accounts in an Analyzed Business Interest Checking relationship must be Analyzed Business Interest Checking. If any other account type is included in the account analysis relationship, interest will not accrue and will not be paid on the Analyzed Business Interest Checking account balances. Interest: The interest rate for the account is variable and is set at our discretion. The rate may change as often as daily without notice to you. We reserve the right to change the balance ranges or to apply the same interest rate to more than one balance range. Interest is accrued and paid monthly using a 365-day year (366 days each leap year). We will pay interest based on the calculated Excess Earnings Balance. The Excess Earnings Balance is the balance equivalent of Earnings Allowance minus fees, or zero, whichever is greater. Interest is accrued for the entire analysis relationship. Interest is paid to the account designated as the master account. Interest is paid monthly, generally before the 22nd of the month following the checking account statement month. If your relationship is closed before interest is calculated, your account will not be paid interest for the cycle. Interest on Accounts Owned by Public Agencies Interest on Analyzed Business Interest Checking accounts owned by public agencies is calculated and paid as described above, except that the interest is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information. Nonprofit Checking This account is designed for not-for-profit corporations and not-forprofit unincorporated associations with low or moderate account activity and cash handling needs. Interest: No interest paid Interest on Lawyers Trust Account (IOLTA) An IOLTA is available to all attorneys and law firms as an interestearning trust account for the purpose of receiving and disbursing certain client funds that are nominal in amount or on deposit for a short time. The interest earned, less permitted charges, is paid to the appropriate state bar association for providing legal services for indigent people. Additional Fees: Fees or charges will be deducted from the IOLTA as permitted by applicable state bar association rules. If such charges are not permitted to be deducted from the IOLTA, we may deduct them from another operating account maintained at the Bank by the Owner of the IOLTA. Interest: The interest rate on the IOLTA is set according to state law and guidelines published by the applicable state bar association. In the absence of such law or guidelines, the interest rate is set at our discretion and may change as often as daily. 8 9

10 Interest is calculated on the Collected Balance and compounded daily, using a 365-day year (366 days each leap year), and paid monthly. Interest begins to accrue no later than the Business Day we receive credit for the deposit of non-cash Items, such as checks. No interest accrues unless the principal balance in the account is sufficient to earn at least 1/10 of one cent per day at the daily periodic rate in effect. Other: An IOLTA cannot be linked to other accounts owned by your law firm for purposes of analysis. Client funds in more than nominal amounts or held for more than a short time may not be deposited into an IOLTA but may be deposited into another type of account that you may designate as a trust account. PRIORITY BANKING Priority Banking is available to individuals and businesses with combined deposits at Union Bank or assets invested with its subsidiaries and/ or affiliates totaling $100,000 or more. The Bank may consider other qualifying factors to determine eligibility. Benefits and Features: The Union Bank Business Extra Checking account is free of the monthly service charge; other account types may incur a monthly service charge No annual or transfer fees for Business Cash Reserve accounts No Business Deposit Overdraft Protection Daily Transfer Fee No fee for Travelers Cheques, Union Bank Cashier's Checks, and Personal Money Orders (not applicable to analyzed accounts) Free stop payments, copies of checks and statements, check images with paper statements, and confirmation notices for funds transfers (not applicable to analyzed accounts) $50 annual safe deposit box rental discount (box size and availability may vary by branch) No monthly service charge for transactions made by accessing either Quicken or QuickBooks software directly; excess transaction and excess access fees will still apply Discounts on the origination fee for business loans and/or documentation fees for equipment leases 1 Free access to Online Investing and Automated Telephone Investing with UnionBanc Investment Services 2,3 Complimentary financial and insurance reviews from our brokerage subsidiary, UnionBanc Investment Services, and our insurance division, UnionBanc Insurance Services 3 Other: Terms and conditions to qualify for Priority Banking are subject to change. Your banking accounts may be assigned to another area of the Bank if you no longer meet the minimum balance requirement for Priority Banking. FOREIGN CURRENCY DEMAND ACCOUNTS Foreign Currency Demand Accounts ( FCDAs ) are offered by the Bank and are available in several different currencies. An FCDA is a non-interest-bearing, foreign-currency-denominated demand account offered to business clients for use as a currency settlement account. FCDAs are insured by the FDIC for up to the equivalent permissible limit in U.S. dollars. The principal deposited is subject to exchange rate risk, which may adversely impact the amount of principal returned in U.S.-dollar terms. For more information and a full product disclosure, contact the Global Capital Markets Foreign Exchange Department at SAVINGS AND MONEY MARKET ACCOUNTS GENERAL INFORMATION Interest: The interest rate and corresponding APY for business savings and business money market accounts are variable and are set at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Agreement. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. 1 Not a commitment to lend. Loans are subject to credit and collateral approval; lease financing subject to lessee credit approval and vendor and equipment approval. Certain fees and other terms and conditions apply, and are subject to change Refer to the UnionBanc Investment Services Standard Fee & Commission Schedule for fees pertaining to Online Investing and Automated Telephone Investing. 3 UnionBanc Investment Services LLC is a registered broker-dealer, investment advisor, member FINRA ( (www. sipc.org), and subsidiary of Union Bank, N.A. UnionBanc Insurance Services is a division and dba of Union Bank, N.A. (CA Insurance License # ). Non-deposit investment and insurance products available through UnionBanc Investment Services and/or UnionBanc Insurance Services: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate Are subject to investment risk, including the possible loss of principal Insurance and annuities are products of the insurance carriers 11

11 We use the daily balance method to calculate the interest. We apply a daily periodic rate to the daily Collected Balance in the account. Each day, the Collected Balance will fall within one of the balance ranges designated for the account. We pay interest on the entire Collected Balance in the account that day at the rate assigned for that particular balance range. Interest begins to accrue no later than the Business Day we receive credit for non-cash deposits, such as checks. We usually receive credit for deposited checks in 1 or 2 Business Days, depending primarily on the location of the banks on which they are drawn. Interest on business savings accounts is compounded daily using a 365-day year (366 days each leap year), and credited to the account on the last Business Day of the calendar quarter. Interest on money market accounts is compounded monthly using a 365-day year (366 days each leap year), and credited to the account monthly. No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1 /10 of one cent per day at the daily periodic rate in effect. If the account is closed during a month, accrued interest will be paid up to the closing date. For accounts with special statements such as daily, weekly, dated, or flexible, interest will be paid to the account on the last Business Day of the month. Interest on Accounts Owned by Public Agencies Interest on business savings and business money market accounts owned by public agencies is calculated and paid as described above, except as follows: Interest is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360- day year. Please refer to the laws in your state for more information. Interest on a business money market account is compounded monthly. Three balance ranges are established, and a different interest rate may apply to each. One interest rate applies to the balances up to $2,500. If the account has a balance of $2,500 to $100,000, then the entire balance (including the first $2,500) earns interest at the rate set for the balance range of $2,500 to $100,000. A different interest rate may be established for balances greater than $100,000, and will be applied only to amounts in excess of $100,000. This means that only that portion of the account balance in excess of $100,000 will earn interest at the rate established for the highest balance range. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. Transaction Limitation for Savings and Money Market Accounts Transactions involving these accounts are limited by regulation. You may make no more than 6 transfers and/or withdrawals (subject to Available Balance): Per calendar month for savings accounts Per monthly statement period for money market accounts Per calendar month for money market accounts if statement was requested to be on a specific day By: Limited Transactions (subject to Available Balance): Savings Money Market Business Deposit Overdraft Protection Transfer Check N/A Debit Card (or ATM Card) Purchase or payment Preauthorized transfer to another payee or institution (includes ACH or wire) Bill payment online or telephone N/A Online banking transfer Mobile banking transfer Automatic transfer to a Union Bank deposit account Telephone transfer Unlimited Transactions (subject to Available Balance): Savings Money Market ATM transaction In-person transaction Automatic transfer to make a Union Bank loan payment Telephone transfer (via check mailed to you) Deposit of any kind If you exceed these limitations, we may refuse to honor the excessive transactions, remove your transfer privileges, close the account without prior notice, or convert it to another type of account. The Bank may impose an Excess Activity Charge for exceeding the limits. If your account is closed or converted as a result of excessive transactions, you will not be able to open another savings and/ or money market account with us for 12 months from the time the account is closed. Please note: We count checks for purposes of the transaction limitation as of the date we post them to your account (not as of the date you write them). As such, a check you write during one statement period may not be counted until a subsequent statement period

12 SAVINGS ACCOUNTS The following are available for each Union Bank business savings account. Account Features: (account features listed within specific product types are in addition to those listed below) Earns interest on account balance Union Bank Deposit Card May be used for Business Deposit Overdraft Protection to automatically cover overdrafts in another designated Union Bank account Online banking Mobile banking through online enrollment Account alerts by or text message through online enrollment Limited withdrawals and transfers (subject to Available Balance) Balance greater than zero required to maintain the account Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Fees: See applicable Fee Schedule for monthly service charge and balance requirement information Fees apply to use your Union Bank ATM Card at non-union Bank ATMs Business Savings Minimum Deposit to Open Account:... $ 100 Business Preferred Savings Minimum Deposit to Open Account:... $ 100 Other: Requires a linked Union Bank business checking account You may close the linked business checking account at any time. However, if you do so, or if the business checking account becomes inactive or reaches a zero or negative balance, you agree that we may convert the Business Preferred Savings account to a Business Savings account, subject to all applicable terms, interest rates, conditions, and fees associated with Business Savings. We will notify you before we convert your account. MONEY MARKET ACCOUNTS The following are available for each Union Bank business money market account. Account Features: (account features listed within specific product types are in addition to those listed below) Earns interest on account balance Union Bank Deposit Card, ATM Card, or Debit Card May be used for Business Deposit Overdraft Protection to automatically cover overdrafts in another Union Bank account Online banking and online bill pay 14 Account alerts by or text message through online enrollment Limited check writing, withdrawals, and transfers (subject to Available Balance) Balance greater than zero required to maintain the account Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Check image service not available. Fees: See applicable Fee Schedule for monthly service charge and balance requirement information Fees apply to use your Union Bank ATM Card or Debit Card at non-union Bank ATMs; point-of-sale merchants may also add a surcharge Business MoneyMarket Account Minimum Deposit to Open Account:... $ 1,000 Other: If your Business MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the Earnings Allowance. Business High Rate MoneyMarket Account Minimum Deposit to Open Account:... $ 10,000 Account Features: The balance used to determine the interest rate on the Business High Rate MoneyMarket Account is the sum of the Ledger Balances in the Business High Rate MoneyMarket Account and the linked business checking account. Each day, the sum of the Ledger Balances in the Business High Rate MoneyMarket Account and the linked business checking account will fall within one of the balance ranges designated for the Business High Rate MoneyMarket Account. The interest rate and APY for that particular balance range are applied to the Collected Balance in only the Business High Rate MoneyMarket Account that day. The Collected Balance in the Union Bank Business Essentials Interest Checking, Business Tiered Interest Checking, or Analyzed Business Interest Checking account earns interest at the applicable checking account interest rate. A Business High Rate MoneyMarket Account is free of the monthly service charge when linked to a Union Bank Business Extra Checking account. Balance Required to Earn Business High Rate MoneyMarket Account Interest Rate: $10,000 combined minimum daily Ledger Balance in the Business High Rate MoneyMarket Account and the linked business checking account. See Account Features above. If the daily Ledger Balance is less than $10,000, the interest rate for the Business MoneyMarket Account will apply that day. 15

13 Other: Requires a linked Union Bank business checking account. Not available for public fund agencies. You may close the linked business checking account at any time. However, if you do so, or if the business checking account becomes inactive or reaches a zero or negative balance, you agree that we may convert the Business High Rate MoneyMarket Account to a Business MoneyMarket Account, subject to all applicable terms, interest rates, conditions, and fees associated with that account. If your Business High Rate MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the Earnings Allowance. For FDIC insurance purposes, any checking account that is linked to the Business High Rate MoneyMarket account is considered interest-bearing and is subject to FDIC insurance limits of $250,000 per depositor per ownership category. Refer to the Deposit Insurance subsection of the General Banking Information section of this Agreement. Business Premium MoneyMarket Account Minimum Deposit to Open Account:... $ 10,000 Balance Required to Earn Business Premium MoneyMarket Account Interest Rate: $10,000 minimum daily Ledger Balance. If the daily Ledger Balance is less than $10,000, the interest rate for the Business MoneyMarket Account will apply that day. Other: If your Business Premium MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the Earnings Allowance. INFORMATION RELATING TO CHECKING, SAVINGS, AND MONEY MARKET ACCOUNTS Order of Processing Checks and Other Items How we may prioritize payments: You agree that we may pay or certify your checks and other Items in any order we choose, and that we may establish different processing priorities and categories for checks and other Items. Within each priority or category, we may process checks and other Items in the order in which we receive them, in check number order, or in the dollar amount order, and we may change these priorities, categories, and orders at any time without notice to you. 16 How we may post Items: We will, but are not obligated to, post Union Bank Items, transactions, and fees first, followed by ATM Card and Debit Card transactions. We will post such Items within each Item category, as designated by us, in ascending order (lowest to highest) by amount. Checks, bill payments, electronic (such as ACH) debits, and other Items will then be posted in descending order (highest to lowest) by amount without regard to any specific category. When there are not sufficient Available Funds in an account to cover all of the checks and other Items presented on a given day, some of the priorities, categories, and orders may result in more overdraft fees than others. Account Statements We will make account statements available to you as required by law or upon request. In any case, you will get a statement at least quarterly, unless your account is inactive or in default. Statement Options: Online Statement Your statement is available electronically and can be accessed through the Bank s online banking service at unionbank.com. Each statement lists your deposit and withdrawal activity and allows you to view the front and back of checks and deposit tickets posted to your account during the statement period. Paper Statement We will mail you a statement that lists your deposit and withdrawal activity. With a paper statement, you may request check image service for a fee. This includes an image of the front of each check, or the front and back of each check, posted to your account during the statement period. See applicable Fee Schedule. The check image service is not available for money market accounts or Foreign Currency Demand Accounts. Combined Statements You may request, and we may require, combined statements if you have more than one eligible account with us. You may designate up to 20 checking, savings, and money market accounts to appear on one comprehensive monthly statement with your designated primary checking account. All accounts combined for one statement will have the same monthly cutoff date. You may choose the online statement or paper statement option for your primary checking account. All other accounts combined for the statement will be assigned the paper statement option. The combined statement will be delivered to the address of your primary checking account. When periodic statements are combined, whether or not at your request, you agree that copies of these statements, which include information such as account numbers and balances, may be provided to any Owner, Authorized Signer, or other person authorized by any of them. Special Statement Services: The following special statement services are available. We may charge a fee for some of these statement services. See applicable Fee Schedule. Snapshot Statement Lists all activity for your account since the beginning of the statement period; ordered through Telephone Banking or at a branch 17

14 Will Call Statement held at a branch for your pickup (maximum 6 per month) Month-end cycle statement Flexible statement rendering on your custom calendar (up to 5 statements per month) Multiple statement originals (up to 4 duplicates per month) Overnight or express courier Reviewing Statements You agree that you are responsible for monitoring and reviewing the activity of your account. You agree to inspect your statements as soon as you receive them and to report any irregularities to us. We recommend that you have at least 2 individuals inspect your statements. You should not permit the same person who issues checks to review paid checks and reconcile your bank statements. Failure to separate these functions allows a wrongdoer to avoid detection. You should review these functions periodically. Time Limit for Claims If you think there is an error or an unauthorized transaction shown on your statement, you must tell us immediately and in no circumstance later than 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, we may refuse to reimburse you for future unauthorized transactions by the same wrongdoer(s). In addition, if you do not report an error or unauthorized transaction within 6 months after we mail, deliver, or otherwise make the statement available to you, the account balance indicated on your statement will be considered correct. We are not responsible for any liability you may incur as a result of your failure to timely notify us of errors. Claim of Loss If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal, you agree to cooperate with us in the investigation of the loss, including giving us an affidavit containing any reasonable information we require concerning your account, the transaction(s), and the circumstances surrounding the loss. You also agree to file a police report if we request you to do so. You agree that we have a reasonable period of time to investigate the facts and circumstances surrounding any claimed loss, and we have no obligation to provisionally credit your account. Our maximum liability is the lesser of your actual damages proved or the amount of the forgery, alteration, or other unauthorized withdrawal reduced by an amount that could not have been realized by 1) your use of ordinary care; 2) your failure to comply with the requirements of this Agreement; and 3) any proceeds from any insurance carrier or other third party that you receive or are entitled to receive. In no event will we be liable for special or consequential damages, including loss of profits and/or opportunity, or for attorneys fees incurred by you. You will pursue all rights you may have under any insurance coverage you maintain before making a claim against us and provide us with all reasonable information about your coverage, including your insurance carrier, policy number, policy limits, and applicable deductibles. If we repay you for the loss before you receive compensation, you agree to assign to us your rights under your insurance policy. If you have experienced an unauthorized, missing, or improper signature; an alteration; or any other evidence of possible fraudulent activity on your account, we may require you to do one of the following: Subscribe to Basic Positive Pay or Positive Pay Subscribe to Reverse Positive Pay (includes a release of the Bank s liability for over-the-counter Items) Close the account (and open a new one, if desired) Keep the account open, but immediately agree in writing to the terms of the Bank s Indemnification and Hold Harmless Agreement. This releases the Bank from all liability for later fraudulent Items on the account, except for losses caused solely by the Bank s bad faith or failure to exercise ordinary care. Our brochure Safeguards Against Internal Fraud and Embezzlement discusses many procedures proven effective in preventing fraud. Ask us for a copy. You should consult your own auditors and accountants to determine the internal controls best for your business. Overdrafts It is your responsibility to make sure that your account contains sufficient Available Funds at the time you make a withdrawal transaction of any kind. If you are uncertain of your Available Balance, please contact us or check your account balance online. If we permit an overdraft or otherwise allow your account balance to drop below zero, you agree to pay the amount of the overdraft promptly, without notice or demand from us. You agree that we may use subsequent deposits and other credits to the account, including, without limitation, deposits of government, welfare, retirement, and Social Security benefits, to cover any overdraft existing in your account, to the fullest extent permitted by law. Each account Owner is jointly and severally responsible for paying any overdrafts created by any authorized signer(s) or party to the account, whether or not the Owner participates in the transaction or benefits from its proceeds. Our payment of any checks or allowance of transactions that create overdrafts in no way obligates us to continue that practice at a later time. We may discontinue permitting overdrafts without cause or notice to you. Overdraft Fee (NSF Item Paid or NSF Item Returned Fee) We may charge you a fee regardless of whether we authorize, pay, or return an Item. We may assess this fee for each Item we authorize, pay, or return when your ending Available Balance is overdrawn by $5 or more. See applicable Fee Schedule. Continued Overdraft Fee - If you overdraw your account and do not deposit funds to cover any overdraft amount by the 7th calendar day that your account has been continuously overdrawn, we will charge you a continued overdraft fee. For this purpose, the 1st day is the day the overdraft occurred. We will charge this fee for each Business Day that the account remains overdrawn for up to 5 Business Days from the 7th calendar day. If you make a deposit sufficient to cover the 18 19

15 overdraft on a Business Day at one of our banking offices or ATMs before the posted cutoff time, no fee is charged for that Business Day. See applicable Fee Schedule. Overdraft Protection We offer overdraft protection services that may protect your account against overdrafts in the event you do not have sufficient Available Funds to cover an Item authorized or presented for payment. These services may be less costly than paying overdraft fees. Business Deposit Overdraft Protection: With this service, you authorize the Bank to make automatic transfers from your eligible checking, savings, or money market account ( Overdraft Protection Account ) to your linked checking account to cover Items authorized or presented for payment against nonsufficient funds. Only one Overdraft Protection Account may be linked to a checking account. For savings and money market accounts, these automatic transfers are considered limited transactions, and each transfer is counted as 1 of the 6 transfers from a savings or money market account allowed per monthly statement period (money market accounts) or calendar month (savings accounts or money market accounts when the statement period date was requested to be on a specific day) per federal regulation. (Refer to the Transaction Limitation for Savings and Money Market Accounts subsection of the Savings and Money Market Accounts General Information section of this Agreement.) Limited transaction restrictions do not apply to checking accounts. Each day a transfer occurs from your Overdraft Protection Account to cover Items presented against nonsufficient funds, we will immediately charge a Business Deposit Overdraft Protection Daily Transfer Fee ( Transfer Fee ) to your linked checking account. Transfers are made in the exact amount to cover the shortfall in Available Funds. Transfers will only be processed if at least one entire Item plus the Transfer Fee can be covered. See applicable Fee Schedule. Your Overdraft Protection Account balance may be reduced to as low as $1, unless you specify a different balance amount. If, on the day Items are authorized or presented for payment, you do not have sufficient Available Funds in your combined linked checking account and Overdraft Protection Account to cover an entire Item plus the Transfer Fee, no automatic transfer will be made that day, and your linked checking account will be subject to an overdraft or fee. If the account remains overdrawn and any funds become available in the Overdraft Protection Account on a later date, we will transfer funds from your Overdraft Protection Account to cover or partially cover the overdraft and any overdraft fees. No Transfer Fee will be charged. Business Cash Reserve Account: This is a revolving line of credit available to customers meeting certain credit requirements. With this account, you authorize us to make automatic advances from your Business Cash Reserve Account to cover Items authorized or presented for payment against nonsufficient funds in your linked checking account. You can also withdraw cash by making advances directly from your Business Cash Reserve Account. Advances made by us or you can be made up to your available Business Cash 20 Reserve Account limit. Repayment calculations are determined in accordance with our Business Cash Reserve Account Agreement and Disclosure Statement. 1 If, on the day Items are authorized or presented for payment, you do not have sufficient Available Funds in your combined linked checking and Business Cash Reserve Accounts to cover an entire Item plus the Business Cash Reserve Transfer Fee (Transfer Finance Charge), no automatic transfer will be made that day and your linked checking account will be subject to an overdraft fee. If the account remains overdrawn and any funds become available in the Business Cash Reserve Account on a later date, we will transfer funds from your Business Cash Reserve Account to cover or partially cover the overdraft and any overdraft fees. No Business Cash Reserve Transfer Fee will be charged. 1 If you are enrolled in multiple overdraft protection and/or overdraft coverage services, see the section entitled Overdraft Protection and Overdraft Coverage Services Processing Order below. Business Line of Credit Overdraft Protection: With this service, you authorize the Bank to use your new or existing business line of credit to make automatic advances to cover items posting at the end of the day against nonsufficient funds in one or more designated eligible checking accounts. This service will not be used to authorize payment of transactions on the designated accounts during the day, including, but not limited to, Debit Card and ATM transactions. Advances can be made up to your available business line of credit limit or the Line Overdraft Protection Service daily limit, whichever is less. Line terms are determined in accordance with your loan documents. 2 Advances from the business line of credit will be made in the exact amount needed to cover an entire Item, plus a daily advance fee for the service. If, on the day an Item is presented for payment on one of your designated accounts, you do not have sufficient availability on your business line of credit to cover the shortfall amount, no automatic advance will be made that day, and that account will be subject to overdraft fees. If your account remains overdrawn and any funds are available in the business line of credit on a later date, the Bank will advance funds from the line to cover or partially cover the overdraft and any overdraft fees. No advance fee will be charged. Further service terms are contained in the Line Overdraft Protection Service Agreement and Disclosure. 3 If you are enrolled in multiple overdraft protection and/or overdraft coverage services, see the section titled Overdraft Protection and Overdraft Coverage Services Processing Order below. 1 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to the Business Cash Reserve Account Disclosure and Agreement for full details. 2 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to your loan documents for full details. 3 Terms and conditions subject to change. Refer to the Line Overdraft Protection Service Agreement and Disclosure for full details. 21

16 Overdraft Coverage Authorization or payment of an Item is always at the Bank s discretion, and we reserve the right not to authorize or pay. Whether we authorize or pay an Item depends upon several factors, including your account-related behavior. For example, we typically do not authorize or pay Items if your account is not in good standing or you are not making regular deposits. We may not authorize or pay Items on new accounts for approximately 30 calendar days after the date of account opening. We also will not authorize or pay Items on accounts linked with a Business Cash Reserve Account, Business Line Overdraft Protection, or savings account. You are automatically enrolled after approximately 30 calendar days after account opening. However, enrollment does not guarantee overdraft payments. Under this service, we may, at our discretion, pay checks, bill payments, ACH debits, recurring Debit Card, and other Items if you do not have sufficient Available Funds in your account to cover the Item. You may cancel this service at any time by contacting us. If you cancel this service and you do not have sufficient Available Funds in your account to cover an Item, we will return the Item and charge you an overdraft fee (see the applicable Fee Schedule). You may incur additional fees from the merchant or payee. Overdraft Protection and Overdraft Coverage Services Processing Order Depending upon the overdraft protection and/or overdraft coverage services linked to your account, Items will be covered first by Business Deposit Overdraft Protection, then by the Business Cash Reserve Account, then by Business Line Overdraft Protection, and finally by Standard Overdraft Coverage, as applicable. Stop Payments Contact us or visit us online in order to initiate a stop payment request for a check. You agree to pay us a fee for each stop payment order you place. This section does not apply to cancellation of electronic transactions. Refer to the Electronic Transaction Cancellations section of this Agreement. We will send you a confirmation notice of your stop payment request. Notify us immediately if it contains any errors; otherwise our records will be considered conclusive proof of the accuracy of the stop payment order. Paper Checks You may ask us to stop payment on a check. When you request a stop payment, you must provide us with the following: a) your account number; b) the exact check number; and c) the exact dollar amount of the check. We may also request the payee name or check date. If any of the required information is incomplete or incorrect, we will not be responsible for failing to act on the order. We must receive a stop payment order from you early enough to allow us reasonable time to act on it before your check is presented. A stop payment order becomes effective after we have verified that the check has not been paid and have processed your request. If you request a stop payment on a check that has been previously paid, the stop payment order is void. We will research whether an Item has been paid up to 90 days prior to your request. We are not 22 responsible for any liability you may incur as a result of placing a stop payment order on a check that has been paid, or that was paid more than 90 days prior to your request. Stop payments expire 6 months after the date we process the order. If you wish to reactivate an expired or released stop payment order, you must place a new order. If your account is on automated account analysis, the stop payment will automatically renew at 6-month intervals until you request its release. ACH stop payment orders are valid either until the account holder requests the removal of the order or until after the identified item has been returned. We may process stop payment orders that cover a range of checks that are missing or stolen without specifying the dollar amount. In this case, we may require you to close your account and open a new one. You should be aware that anyone holding your check, including Union Bank, may be entitled to enforce payment against you despite the stop payment order. You also agree to indemnify, defend, and hold us harmless from all costs (including attorneys fees), actions, damages, claims, and demands related to, or arising from, our action in stopping payment on your check. If a stop payment order expires or is cancelled by you, we may pay the check if it is presented for payment, even though it may be stale-dated by that time. If we pay your check over a valid stop payment order, we will credit your account for the amount of loss you prove has occurred or the face amount of the check, whichever is less. However, we must have a reasonable period of time to research the circumstances concerning any such check before crediting your account. Until such research is complete, we have no obligation to provisionally credit your account. Under no circumstances is the Bank liable for special or consequential damages or attorneys fees you may incur. You agree to assign to us all rights against the payee and/or any other holder of your check. You also agree to cooperate with us in any legal actions that we may take against such persons. Cashier's Checks We will accept a stop payment order for a Cashier's Check only if it has been lost, stolen, or destroyed. We will not issue a replacement check sooner than 90 days after the issue date of the Cashier's Check. Postdated Checks What is required to postdate a check You must provide us with a postdated check notice that describes a postdated check with reasonable certainty. Your notice must include the exact amount (dollars and cents), account number, check number, date of the check, and name of the payee. And you must provide this information in a timely manner that allows us a reasonable opportunity to act on it (e.g., in writing at a branch or through the Telephone Banking Service). How we honor a written notice If an Item is presented to us prior to the date indicated on the order (up to 6 months from the date of the notice), we will not pay the Item and may return it (marked payment stopped, postdated, or otherwise). After 6 months, a notice is no longer effective and must be renewed. 23

17 What happens when you don t provide a written notice We may pay the check before the date stated on the check. About fees We may charge a postdating fee for each notice. See the applicable Fee Schedule. If we pay a postdated check over a valid and timely postdated check notice If we re-credit your account, you agree to transfer to us all of your related rights against the payee or other holder of the check, and to assist us in any legal action we take against that person. Stale-Dated (Old) Checks If a check is presented to us for payment more than 6 months after it is written/dated (a stale-dated check ), we may pay or reject the check even if the presentation occurs after the expiration of a stop payment order. We normally do not examine the date on checks presented for payment. You agree that we are not required to identify stale-dated checks or to seek your permission to pay them. Changing Account Types How this affects your account number: If you want to change your account type, you may be able to do so without changing your account number or ordering new checks. Any applicable service charge will be based on the new type of account. How this may affect interest on your account: When you change to an account that does not earn interest You will forfeit the interest accrued on your account since the end of your last monthly statement period. When you change to an account that earns interest You will begin earning interest no later than the Business Day following the day of the change. If you change from an account that earns interest to another type of account that also earns interest, the new interest rate becomes effective (and begins being calculated from) that day. All interest earned until the day of the change will remain in your account, and your account will begin earning interest based on the new type of account. Check Orders and Bank-by-Mail Kits You may order personalized checks, Bank-by-Mail kits, and deposit slips by contacting us or ordering online. You must verify the accuracy of all information shown on your checks. If you find an error, do not use the checks and notify us immediately of the error. Applicable fees will automatically be deducted from your account. Substitute Checks To make check processing faster, federal law permits banks to replace original checks with substitute checks. These checks are similar in size to original checks, with a slightly reduced image of the front and back of the original check. The front of a substitute check states: This is a legal copy of your check. You can use it the same way you would use the original check. You may use a substitute check as proof of payment, just like the original check. A substitute check may be accepted for deposit only if the Item has been returned unpaid and is being re-deposited. You agree not to otherwise deposit a substitute check with the Bank, unless you have a prior written agreement with us that sets forth the responsibilities of the reconverting bank and your responsibilities as the truncating entity. You agree to indemnify, defend, and hold the Bank harmless from, and against, any and all losses, damages, claims, costs, or expenses incurred by the Bank as a result of any breach of your agreement set forth in this paragraph. Subaccounts Why subaccounts are created: For regulatory reporting and reserve purposes, we divide checking accounts into 2 subaccounts: a checking subaccount and a savings subaccount. If your checking account earns interest, we will pay the same interest rate on both subaccounts. If it does not earn interest, no interest will be paid on either subaccount. In either case, your account will continue to operate, from your perspective, as 1 account. We may establish a threshold for the balance maintained in the checking subaccount and may transfer funds periodically from 1 subaccount to the other to meet that threshold and cover transactions against your account. Subaccounts do not affect the way you use your account: Your account statements will not reflect the existence of the subaccounts, and our periodic reallocation of funds between subaccounts will not affect your ability to withdraw funds, the interest rate (if any), fees, or other features of your checking account. You agree that we may treat the subaccounts as 1 and the same account if we receive a levy, subpoena, or other legal process regarding either subaccount or your checking account. TIME DEPOSIT ACCOUNTS A time deposit guarantees a fixed interest rate for a specified period of time (maturity term). For principal amounts up to $1,000,000, you may designate a maturity term of 7 days to 60 months. For principal amounts of $1,000,000 or more, you may designate a maturity term of 7 days to 12 months. A longer term may be available, subject to market conditions and Bank policy. Deposits and Withdrawals When you invest in a time deposit, you agree to keep the principal amount on deposit with us for the maturity term you have selected. After the time deposit account is opened, you may not make additional deposits into the account until after the maturity date during the grace period. See Automatic Renewal at Maturity below. If you withdraw all or a portion of the principal prior to the maturity date of the deposit, we may assess an early withdrawal penalty or compensating penalty (described below), whichever is greater. It may be necessary to deduct all or a portion of the penalty from the principal amount of the time deposit. For sole proprietors, any portion of a time deposit withdrawn due to the death or legal incompetence of the Owner is not subject to an early withdrawal penalty or compensating penalty. For purposes of 24 25

18 this section, the term "Owner" does not include individuals acting only in a fiduciary capacity. Early Withdrawal Penalty We calculate the early withdrawal penalty on a 365-day basis as follows: For maturity terms of 7 through 31 days, the greatest of 1) all interest earned on the amount withdrawn; 2) 7 days interest on the amount withdrawn; or 3) the amount of interest that could have been earned on the amount withdrawn for one-half the term For maturity terms of 32 to 91 days, the greater of 1) 31 days simple interest at the rate being paid on the amount withdrawn; or 2) the compensating penalty For maturity terms of 92 days to one year, the greater of 1) 91 days simple interest at the rate being paid on the amount withdrawn; or 2) the compensating penalty For maturity terms of more than one year, the greater of 1) 181 days simple interest at the rate being paid on the amount withdrawn; or 2) the compensating penalty Compensating Penalty We calculate the compensating penalty on a 365-day basis as follows: 1) We subtract the interest rate being paid on your original time deposit from the rate we would pay on a new time deposit in the amount of your original time deposit with a term equal to the number of days remaining in the term. 2) Using that interest rate difference, we calculate the amount of simple interest that could have been earned on the amount withdrawn for the number of days remaining in the current term of the original time deposit. Example: A $2,000 time deposit established for 36 months at 4% is withdrawn after 12 months. To calculate the compensating penalty, we first determine the rate for a new $2,000, 24-month time deposit (the remaining term of the time deposit). If this rate were 7%, we would calculate a penalty equal to 24 months simple interest on $2,000 at 3% (the rate difference of 7% minus 4%). The compensating penalty is $120. The early withdrawal penalty would be 181 days simple interest on $2,000 at 4%, or $ In this example, the $120 compensating penalty is greater and would be assessed. Time Deposit Minimum Deposit to Open Account: Maturity Term Opening Deposit 7 days 31 days...$ 2, days 60 months...$ 350 Automatic Renewal at Maturity Time deposits with balances up to $10,000,000 will automatically renew for the same term and interest rate in effect on the maturity date, unless the funds are withdrawn within the grace period designated for the account. For time deposits with a maturity term of 31 days or less, the grace period is 3 calendar days after the maturity date. For time deposits with a maturity term of 32 days or more, the grace period is 10 calendar days after the maturity date. These automatic renewal provisions apply to the first maturity date and all subsequent maturity dates. If your time deposit account has a maturity term of 32 days or more, we will notify you of maturity in writing before the first maturity date and all subsequent maturity dates. We reserve the right to close any time deposit account on the first maturity date or any subsequent maturity date, or change the terms or the method of interest calculation on any of these maturity dates, after giving you written notice of our intention to do so. Time deposits with a principal amount of $10,000,000 or greater may not be automatically renewed. If you do not withdraw your funds at maturity, we will place the funds in your time deposit account into a non-interest-earning account. Interest The interest rate and corresponding APY for a time deposit account is set at our discretion and is based on market conditions, the account balance, and the maturity term of the time deposit. The interest rate and corresponding APY are shown on the time deposit account receipt, which is provided separately as part of this Agreement. You will be paid this interest rate up to the maturity date shown on the time deposit account receipt. Unless otherwise stated, the interest rate and APY assume interest remains on deposit until the maturity date of the time deposit. Withdrawing interest before maturity will reduce earnings. Interest begins to accrue on the Business Day you make a deposit. We use the daily balance method to calculate the interest on your account. This method multiplies a daily periodic rate to the balance in the account each day and compounds interest as indicated below: Principal Amount $350 $99,999 $100,000 $999,999 $1,000,000 or more Daily Periodic Rate 1/365 of the annual interest rate (1/366 in a leap year) 1/360 of the annual interest rate 1/360 of the annual interest rate Compounding Frequency Daily Daily None (simple interest) For maturity terms of 7 through 31 days, interest will be paid only on the maturity date. For maturity terms of 32 days to 1 year, you may designate interest to be paid monthly, quarterly, semiannually, annually, or on the maturity date. For terms greater than one year, interest must be paid at least annually, but you may designate interest to be paid monthly, quarterly, or semiannually. You may designate the manner in which interest will be paid. You may choose to have interest 1) added to the balance of the time deposit; 2) deposited into your Union Bank checking, savings, or money market account; or 3) paid by check. Please note: If the 26 27

19 interest check is returned to the Bank as undeliverable, we will deposit it back into your time deposit. Also, if your time deposit becomes inactive/dormant, we will change the interest payment method to automatically reinvest into your time deposit. Promotional Rate Time Deposit From time to time, we may offer preferred rates on time deposit accounts for specific maturity terms ( promotional rate time deposits ). Promotional rate time deposits may have different minimum balance or other requirements, depending upon rates, which are disclosed at account opening. Except as described below, promotional rate time deposits are subject to the same terms and conditions of the time deposit account. You are required to have a Union Bank business checking account in order to open and maintain a promotional rate time deposit. The preferred interest rate on a promotional rate time deposit is fixed during the maturity term of your time deposit for so long as you maintain your Union Bank business checking account. However, the interest rate may be reduced if the required business checking account is closed or reaches a zero or negative balance. In such event, we may change the interest rate on your time deposit account to the standard rate that was in effect on the day you originated your promotional rate time deposit (which was disclosed to you at account opening). The new interest rate will be fixed for the remainder of the maturity term. At the end of the maturity term, your promotional rate time deposit account will be automatically renewed for the same maturity term at the non-promotional (standard) interest rate in effect on the account s maturity date, unless withdrawn during the 10-day grace period. Payment Bond Time Deposit Payment bond time deposit accounts are available to businesses that are required to post a bond. Except as described below, payment bond time deposits are subject to the terms and conditions of the time deposit account. Minimum Deposit to Open the Account: Maturity Term Opening Deposit 7 to 31 days...$ 2, to 364 days... $ 1,000 1 to 5 years... $ 500 Interest on your payment bond time deposit account is payable to you and may be deposited to your Union Bank checking or savings account, or may be paid by check. At the end of the maturity term, the principal amount is payable to the third person you designated on the payment bond certificate, unless that third person has reassigned the principal amount back to you by endorsing the certificate, and you subsequently present it to us. Interest on a payment bond time deposit with a principal amount of $1,000,000 or greater is compounded daily. You may designate a payment bond time deposit to have a fixed maturity and not automatically renew at maturity. If you do not designate fixed maturity, we will automatically renew your time deposit after the grace period. If you designate fixed maturity and do not withdraw your funds at maturity, we will place the funds in your time deposit account into a non-interest-earning account. Public Funds Time Deposit Public funds time deposit accounts are available to public agencies and are collateralized in accordance with the government codes applicable to the public agency. Except as described below, public funds time deposit accounts are subject to the terms and conditions of the time deposit account. Minimum Deposit to Open the Account: Maturity Term Opening Deposit 7 days to 60 months... $ 1,000 The availability of maturities longer than one year, or balances of $1,000,000 and over, is subject to market conditions and the Bank s policy. Interest is calculated on a simple interest basis (no compounding), using the number of days in a year as stipulated by state laws governing public funds accounts. Please refer to the laws in your state for more information. Interest may be paid by check or deposited to another Union Bank checking or savings account, and is paid quarterly or at maturity for terms 3 months or less. Public funds time deposit accounts may not be automatically renewed. Foreign Currency Time Deposit Foreign Currency Time Deposit (FCTD) accounts are offered by Union Bank and are available in several different currencies. An FCTD allows the account Owner to maintain a foreign currency balance without having to open or maintain a bank account in a foreign currency. An FCTD account offers a maturity term from one month to one year and may be interest-bearing. Interest rates will vary based on currency and not all currencies offer interest. FCTDs are insured by the FDIC for up to the equivalent permissible limit in U.S. dollars. Principal deposited is subject to exchange rate risk, which may adversely impact the amount of interest and principal returned in U.S. dollar terms. Foreign Currency Time Deposits require the maintenance of a U.S. dollar-denominated checking, savings, or other qualifying Union Bank account. For more information and a full product disclosure, contact the Global Capital Markets Foreign Exchange Department at Fraud Detection, Deterrence, And Safeguarding Your Account There are precautions that you can and should take to decrease the risk of unauthorized transactions from your account(s). Such precautions include, but are not limited to: Safeguarding and not disclosing to third parties information about your account, such as your account number(s)

20 Safeguarding materials and information that can be used to access your account, including, but not limited to, your checkbook; blank or unused checks and deposit slips; electronic access devices, including Deposit Cards, ATM Cards and Debit Cards; personal identification numbers (PINs); security tokens; and any passwords or other access-related information, to prevent them from being misused by an unauthorized party. Calling us immediately if you suspect any problem with your account or if your account, card, PIN, other access code, or other service might be compromised in any way. Placing stop payments immediately on your checkbook or unused checks if lost, stolen, or misplaced. Reviewing carefully your checkbook and unused checks for unauthorized activity if you suspect that any of these items may have been stolen or tampered with, or if you are the victim of theft or your property is burglarized. Keeping accurate records of your transactions. Promptly and carefully reviewing your statements for unauthorized activity or missing deposits. Closing your account immediately upon discovery of any known or suspected unauthorized activity. When you report missing, stolen or unauthorized checks, we may recommend that any account(s) that has been compromised by unauthorized or fraudulent activity be closed. If you decline this recommendation and elect to leave your account open, we shall not be liable to you for subsequent losses on the account due to unauthorized activity, and we may require you to indemnify us for any losses we incur as well. Maintaining close control over your facsimile signature devices to immediately detect any unauthorized use of those devices. Issuing any checks with care to avoid alterations or forgeries. Precautions include, without limitation, using a dark-colored permanent ink to write out your checks, making sure the numeric and written amounts match and are readable, and making sure there are no blank or open spaces in the body of the instrument where words or figures are to be inserted. Segregating employee duties whenever possible. For instance, payables personnel should not be responsible for reconciling bank accounts. In addition, we make available to you certain products and services designed to detect and/or deter fraud. While no product or service can provide complete protection from all potential sources of risk or fraud, we believe that using available Bank products in conjunction with appropriate internal controls within your operation can reduce the likelihood of fraud on your account. Such products include, but are not limited to: Positive Pay provides early fraud detection and prevention when issuing checks on an account, and allows you to block payment of unauthorized checks. ACH Debit Block places blocks on accounts that are not supposed to have ACH activity. Electronic Payment Authorization permits allowable ACH debit activity. Universal Payment Identification Code or UPIC allows you to receive electronic payments without disclosing confidential account information. 30 Information Reporting enables review of all transactions posted to your account daily. View Image allows you to view images of paid checks. Additional security measures for the way you bank with us: Checks Write checks in dark ink and fill in all lines completely. Make sure all numbers begin at the far left of the line. Do not keep blank checks with bank statements and paid checks. Do not give anyone a pre-signed check or allow someone else to sign your name on a check. Use checks ordered only through Union Bank. Do not include your driver s license, tax identification, or Social Security number on a check unless you believe it is necessary and you are directly providing the check to a trusted person. Online Do not share your user ID or password with anyone. Closely scrutinize employee entitlements. Allow access to only those services necessary to perform the job. Use security tokens for online sign-on. You can obtain these tokens from the Bank. Report lost or stolen tokens to the Bank immediately. Use IP address restrictions. This will restrict online access to your bank information based on IP addresses you provide the Bank. Use our Online Business Center dual control feature to provide additional security when managing your online products, services, and user entitlements. Use dual control for making online payments such as wires and ACH, where possible. Check your account balance and transactions regularly, and notifications as applicable. Avoid using public or shared computers to access online banking services. Set up dedicated computers and use them for online banking only. Keep the computers in a secure location and limit access. Install a reputable vendor security software suite that includes firewall security, anti-virus, anti-spyware, and malware and adware detection, and keep it up to date. Run periodic scans. Routinely install all new operating system and browser software and hardware patches, or use the automatic update feature when available. Routinely install all patches and updates for software applications (e.g., operating systems, browsers, etc.). Educate employees on good cyber security practices. Do not open any attachments or click any link in an requesting your account information. We do not request information about you or your accounts by . If you receive such an request, call us immediately. Use the Bank s secure message system when sending confidential information, such as account numbers or financial data, to bank staff. Tell your employees not to open or attachments from unknown senders. Periodically engage a security expert to test your network or run security software that will help close known vulnerabilities. 31

21 Deposit Cards, ATM Cards, and Debit Cards ATMs are convenient and provide many of the banking services you need. To ensure your safety when using an ATM, remember the following: When entering your PIN at an ATM or in a public place, cover the PIN pad while entering the number. Never disclose your PIN to anyone, including bank employees, merchants, government officials, or the police. When selecting or changing a PIN, do not use any number or word that appears in your wallet (e.g., birth date, address, phone number, or Social Security number). Memorize your PIN; do not write it down or carry it with you. ATM and Night Depository Safety Be aware of your surroundings, particularly at night. Park nearby, in a well-lighted area. Look around. If you notice anything or anyone suspicious, use another ATM or come back later. Stand in a position so the person behind you cannot see you enter your PIN. Ensure items have been fully accepted into the ATM or night depository. Always take your receipt with you to keep your account information confidential. Do not accept offers of help from anyone you do not know. If you have a problem or question, contact your branch. Make sure the passenger windows in your vehicle are closed and your doors are locked when you are using a drive-up ATM or night depository. Do not display your cash. Pocket it and count it later in the safety of your car, office, or home. Mail Deposit mail only in a locked U.S. Postal Service mailbox. Do not leave outgoing mail for pickup from your home or an unsecured area at your work. Pick up your mail as soon as possible each day and promptly pick up any statements or other mail held for you at one of our branches. Call us immediately if you do not receive communications from us as expected. You agree that if you fail to implement any of these products or services, or you fail to follow these and other precautions reasonable for your particular circumstances, you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit, or other fraudulent Item that such product, service, or precaution was designed to detect or deter, and we will not be required to re-credit your account or otherwise have any liability for paying such Items. COMMERCIAL CASH SERVICES Our Commercial Cash Services allow you to place orders for coin or currency from our cash vaults, and to make cash and check deposits at our processing centers. To do this, you must enter into a separate contract with an armored carrier service acceptable to us. Refer to the Transportation subsection of the Deposits section of this Agreement. 32 With our consent, you may arrange for a local branch to provide currency or coin for subsequent transport by you, your employees, Authorized Signers, or an armored carrier. Special currency or coin order procedures and requirements may be specified by the branch that fulfills the order. We will require reasonable advance notice for all branch-fulfilled coin and currency requests. You will be required to identify each person authorized to place coin and currency orders and each person authorized to pick up these orders from the branch. You agree to notify the Bank in writing of any change in location address, standing orders, account numbers, or armored carrier. You authorize us to act upon any request for coin or currency and accept deposits to your account in accordance with this Agreement and the procedures described in our Deposit Delivery Handbook. If you order coin or currency from us, we will determine and assign to you a new relationship cash order credit limit. If the total amount of coin and currency orders for all of your locations exceeds this limit, we shall have no obligation to ship any amount in excess of this limit, and we may determine, in our sole discretion, which of your locations will receive delivery of that portion of that order that does not exceed such limit. You may select a separate cash order limit for each of your locations. We reserve the right not to ship coin and currency orders exceeding a location s cash order limit without your express prior instructions to do so on each occasion. You may authorize us to ship all orders and disregard location cash order limits, provided, however, that we shall have no obligation to ship to your locations any amount in excess of your relationship cash order limit. Order and Delivery of Coin and Currency We may charge your account for the amount of each order placed. A copy of the order will be forwarded with each cash shipment. You agree to inspect all cash shipments prior to accepting them from the armored carrier by examining the bag and bag seal for integrity and condition. You also agree to refuse damaged or torn shipping bags or bags with loose or missing seals, as well as visually verify the shipment strap count through the shipping bag before you accept it from the armored carrier. You must, within 24 hours after your acceptance and before you use any of its contents, open and piece-count the bag, in dual custody, to verify the order. You must, within 3 Business Days of the receipt of the cash order, report to us in writing any discrepancy between the amount you verify and the amount we have charged your account (the Difference ). Each report of a Difference must be accompanied by the strap in which the Difference occurred, the shrink-wrap packaging around the strap and, if possible, the shipping bag and bag shipping seal. Each Difference of $50 or more must be reported to us immediately by telephone, followed by written notice in the manner described above. You authorize us to debit your account for any cash order overage and credit the account for any cash order shortage. 33

22 BSA/CTR/OFAC Compliance for Financial Institution Clients You are responsible for filing all Bank Secrecy Act Reports, including Currency Transaction Reports and Report of International Transportation of Cash or Monetary Instruments, with the Financial Crimes Enforcement Network ( FinCEN ) of the United States Department of the Treasury (the Treasury ) for transactions with your customers. Your policies and procedures must be able to identify suspicious cash transactions or activities, including the structuring of transactions to avoid reporting requirements. You will file Suspicious Activity Reports with FinCEN for such suspicious cash transactions or activities. You further agree to abide by all economic and trade sanctions administered and enforced by the Office of Foreign Asset Control ( OFAC ) of the Treasury. You represent and warrant that for each Money Service Business ( MSB ), as defined by federal regulation and for which you provide cash, that it: Is properly licensed with each state that has a licensing requirement to transact business in that state Is registered with the Treasury Maintains an Anti-Money Laundering and Bank Secrecy Act compliance program INSTATAX InstaTax is designed to enable its users to initiate federal and state tax deposits via the Web or telephone. The service allows electronic payments of federal taxes via the Internal Revenue Service Electronic Tax Payments Service and certain state electronic tax payment services. We will issue you an access code and PIN once we approve your use of the service. You can use this to initiate tax payments through the InstaTax service. Federal Tax Deposits We will debit your account on the Business Day you initiate instructions for a tax payment. We will then make the tax deposit on your behalf on the tax due date. Federal tax types 720, CT-1, and 1042 will be remitted on the 2nd Business Day after the Business Day you initiate the tax payment. State Tax Deposits We will debit your account on the Business Day you initiate instructions for the tax payment. We will make the tax deposit on your behalf on the 2nd Business Day after the Business Day you initiate the tax payment. Terms and Conditions By using the InstaTax service, you agree to the following terms and conditions: Your Instructions You will furnish us with all required data, authorizations, and tax identification numbers. We will be entitled to 34 rely upon the accuracy and completeness of the information you furnish. Delivery of data to us will be at your expense. You assume the risk of failure of telephone or other communications facilities to transmit the data to us accurately or in time for us to perform the service. Business Day of Receipt You must initiate all tax payments at least 2 Business Days before the applicable tax due date. Instructions received after the close of the Business Day will be deemed received the next Business Day. Payment for Services You authorize us to debit your account for the tax deposits, and also for our fees and charges, in accordance with the applicable Fee Schedule we provide from time to time. If your account does not have a sufficient balance to cover these fees and charges, we will have no obligation to perform the service or make any tax deposit for you, even if we have received timely instructions from you to do so. Standard of Care; Force Majeure We will process the data received from you and perform the service exercising the same degree of care used in processing data and preparing transactions for our own use. We will not be responsible for any loss, delay, cost, or liability that arises directly or indirectly, in whole or in part, from: a) Your errors or omissions; b) Your negligence or failure to follow procedures described in any user guide or instructions supplied by us; c) Any ambiguity, inaccuracy, or omission in instructions or information provided to us; d) Any error, failure, or delay in the transmission or delivery of data, records, or Items due to a breakdown in any computer or communications facility; e) Accidents, strikes, labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), or acts of God; f) Causes beyond our reasonable control; or g) Our inability to confirm to our satisfaction the authority of any person acting on your behalf. Interruption of performance of the service for any such reason shall not relieve you of your obligation to make any tax deposit, and we shall not be responsible for any liability you may incur as a result of your failure to make any required tax payment by other means in the event of such interruption. Limitation of Liability Our liability, if any, shall be limited to the amount of penalty actually imposed by government taxing authorities on you for failing to make a tax deposit due to our sole error. In no event shall we be liable for special, indirect, consequential, or exemplary damages for delays in providing the service or for any errors or omissions made by us. Notice of Errors and Records You agree to promptly review all records and information we deliver to you from time to time, and immediately notify us of any errors or inaccuracies. You agree to maintain all source documents, data already processed, and audit records. 35

23 Charge to Bank Account and Cancellation Funds that have been debited from your account for payment shall be deemed deposit liabilities of ours and not trust funds held by us in a fiduciary capacity. Such funds will not earn interest or earnings credit. You may cancel a tax deposit prior to the time we remit the deposit to a tax agency if you give us notice of cancellation in sufficient time to afford us a reasonable opportunity to act. Tax liabilities and due dates will be calculated only on tax payments made through the InstaTax service and will not include tax payments initiated by any other means, such as wire transfers or tax coupons. If you make a tax deposit by means other than the InstaTax service, we will not be liable for any penalty and/or interest charges that may arise because tax payments are not aggregated during the tax reporting period, resulting in calculation of an erroneous tax due date. Security Provisions We will provide you with a confidential access code, PIN, and/or other security procedure, which you must use when initiating a tax deposit. You agree to be responsible for maintaining the confidentiality of the security procedures. Termination of Services We may terminate the services by giving you prior written notice. If an access code has not been used for 6 months, the access code will be automatically deleted from the InstaTax system without notice to you. Thus, you will not be able to initiate tax payments using that access code. ELECTRONIC BANKING SERVICES The following terms and conditions apply to all electronic banking services to or from business accounts. These services generally include transfers made using your Union Bank Business Deposit ATM Card ( Deposit Card ), Savings and Business Full Service ATM Card ( ATM Card ), or Union Bank Debit MasterCard BusinessCard ( Debit Card ), Telephone Banking Bill Pay, ACH, or online banking. The Electronic Fund Transfer Act or Regulation E does not apply to business accounts. In this Electronic Banking Services section, ATM Card does not include a Deposit Card unless specified. All of the terms and conditions in this Agreement will apply to any new electronic banking services offered to you. Business Days For purposes of electronic banking services, our Business Days are Monday through Friday, excluding federal holidays, even though we may be open on Saturday or Sunday. Our cutoff time for same-day processing is 11:45 p.m. (Pacific Time). Any transactions initiated after the cutoff time will be processed on the next Business Day. Deposit Card, ATM Card, and Debit Card Services The Deposit Card, ATM Card, or Debit Card is the property of Union Bank and is issued to you for use with your accounts. We reserve the right to establish card usage limits and will communicate those limits to you. We also reserve the right to discontinue the privileges associated with your Deposit Card, ATM Card, or Debit Card at any 36 time without prior notice. If you no longer wish to use your Deposit Card, ATM Card, or Debit Card, notify us immediately and destroy any existing cards. For Union Bank transactions, you may link up to 9 accounts in addition to your primary checking account to your Deposit Card, ATM Card, or Debit Card. These 9 accounts may be checking, savings, or money market accounts. If you are a sole proprietor and only have savings accounts, you may link up to 9 additional savings accounts to a Savings ATM Card. There may be limitations on the number and types of transfers from some of these accounts. Refer to your specific account type for a description of any transfer limitations. ATM Card An ATM Card is generally available to any customer who has a checking, savings, or money market account and can be used at virtually all ATMs worldwide. If your ATM Card is linked to a checking or money market account, you may make point-of-sale purchases at participating merchants. The amount of your purchase is subtracted from your designated primary account. Point-of-sale purchases cannot be made if your ATM Card is linked only to a savings account. Deposit Card A business can authorize another person to make deposits to a linked business checking, savings, or money market account by using a Deposit Card. It cannot be used to make ATM withdrawals, balance inquiries, transfers, or point-of-sale transactions. This card can be used only at Union Bank ATMs. ATMs With your ATM Card and PIN, you can conduct the following types of transactions at most ATMs: Withdraw cash. Your withdrawals (or purchases at participating merchants) may be limited to the lesser of your daily ATM Card limit or your Available Balance. Make balance inquiries. Transfer funds between your designated Union Bank primary checking, savings, and money market accounts. Generally, we do not charge you a fee when you access your Union Bank account at a Union Bank ATM. We may charge you a fee when you access your Union Bank account at a non-union Bank ATM. If you use a non-union Bank ATM, you may also be imposed a surcharge by the operator of that ATM. If you are assessed a surcharge, that fee will be disclosed on the ATM screen. When you use your ATM Card at a non-union Bank ATM, you will have access to your designated primary checking, savings, or money market accounts. At some locations outside of the United States, you may not be able to access your savings or money market account(s) or perform certain other transactions. Union Bank ATMs In addition, if you use a Union Bank ATM, you can generally: Deposit currency or checks to any of your Union Bank accounts that are linked to your card. Deposits cannot be made at certain locations; such locations are clearly marked. Make payments to any Union Bank loan account. 37

24 Our ATM service is available 7 days a week, 24 hours a day, although access and services may be limited at some locations and during certain time periods. Debit Card A Debit Card has all the features of an ATM Card and can also be used for purchases everywhere MasterCard debit cards are accepted. Your Debit Card must be activated before you can use it. Activation instructions will be mailed with the Debit Card. When using your Debit Card to make a purchase, a merchant may ask you to sign a receipt or enter your PIN. Some merchants may not require you to do either. You also may be asked to provide personal identification or other information from your card. All Debit Card purchases are deducted from your designated primary account. Debit Card purchases may be limited to the lesser of your Debit Card s daily limit or your Available Balance. Your purchases may be limited to $350 if your balance cannot be verified. Merchants may charge a fee, which will be displayed separately and added to the purchase amount before the transaction is sent to us and deducted from your account. Debit Card customers who shop at participating Internet merchants will be required to enroll in the MasterCard SecureCode Program. This added feature will help protect your Debit Card from unauthorized Internet transactions. ATM Card or Debit Card Transaction Holds When you use your ATM Card or Debit Card to pay for goods or services, certain merchants may ask us to authorize the transaction in advance. When we do, we commit to paying the merchant and may immediately place a temporary hold on your account for the amount requested by the merchant. Therefore, you should ensure that you have Available Funds in your account before making a transaction. Until the transaction finally settles or we determine that it is unlikely to be processed, the funds subject to the hold will not be available to you for other purposes. If a merchant makes an error or fails to notify us that a transaction has been cancelled and you incur nonsufficient funds or overdraft charges as a result, please contact us. Transactions Outside of the U.S. If you use your ATM Card or Debit Card to conduct a transaction in a currency other than U.S. dollars, the merchant, network, or card association that processes the transaction may convert any related debit or credit into U.S. dollars in accordance with its then-current policies. MasterCard currently uses a conversion rate that is either a) selected from a range of rates available in the wholesale currency markets (this rate may be different from the rate that MasterCard receives); or b) the government-mandated rate. The conversion rate may be different from the rate in effect on the date of your transaction and the date it is posted to your account. A foreign purchase fee equal to 2% of the transaction amount (including credits and reversals) may be imposed for each transaction you conduct outside of the 50 United States, even if the transaction is conducted in U.S. dollars. Automatic Transfer Service The Automatic Transfer Service allows you to establish recurring transfers on a fixed daily, weekly, monthly, or quarterly schedule between a Union Bank checking, money market, or savings account and a Union Bank checking, money market, savings, or IRA account that you own. Recurring transfers can be set up through Internet Business Banking, Telephone Banking Services (refer to the Telephone Banking Services subsection of this Agreement), or a Union Bank branch (restrictions may apply). If the date of the transfer is not a Business Day, the transfer will be made on the following Business Day. These transfers are not considered direct deposits. Changes in or cancellations of recurring transfers established through Internet Business Banking must be made through Internet Business Banking. Changes in or cancellation of recurring transfers established through Telephone Banking can be made through Telephone Banking or a branch. Changes in or cancellations of recurring transfers established at a branch must be made through the branch by completing a form. If there are insufficient funds available in the account being debited on the date of the transfer, the transfer will not be processed. The transfer service will resume on the next scheduled transfer date. Overdraft Fees do not apply. Excludes Public Fund accounts. Transaction limitations apply to savings and money market accounts. Refer to the Savings and Money Market Accounts General Information section, Transaction Limitation for Savings and Money Market Accounts subsection, of this Agreement. Telephone Banking Telephone Banking Services When services are available: Telephone Banking automated services are available to you 24 hours a day, 7 days a week. For a Bank representative, you can contact us Monday through Friday, from 7:00 a.m. to 9:00 p.m., and Saturday, from 8:00 a.m. to 5:00 p.m. (Pacific Time), except for federal holidays. What our automated services allow you to do: Receive account information Transfer funds Place or release stop payments Order checks Notify us of a change of address Activate your Debit Card Report or replace a lost or stolen ATM Card or Debit Card Change your card or Telephone Banking PIN Inquire about loan balances and obtain payoff information Order copies of checks, deposits, and statements What is the cutoff time for requests: Telephone Banking transfers or bill pay requests made before 11:45 p.m. (Pacific Time) on a Business Day will be processed on the same day. Any transfers or 38 39

25 bill pay requests made after 11:45 p.m. (Pacific Time) or on a non- Business Day will be processed on the next Business Day. When the system is unavailable: Access to Telephone Banking may not be available on federal holidays, during system maintenance (typically between 2:00 a.m. and 4:00 a.m. Pacific Time), or as a result of unforeseen events, such as earthquakes, computer failures, or electrical outages. We are not responsible for any loss or delay you may experience as a result of the unavailability of Telephone Banking. How to access Telephone Banking: You may use either your account number or an access number (usually the last 8 digits of your ATM Card or Debit Card) followed by your 4-digit PIN to access automated services. Access to Telephone Banking is limited to an individual and based on his or her PIN. Telephone Transfers What transfer services are available: You may request transfers to or from your Union Bank accounts by telephone at any time through our Telephone Banking services. And you may set up recurring transfers from any Union Bank account that you own. You may also make transfers to or from your owned accounts at other domestic financial institutions. Who can make telephone transfers: Telephone transfers can be made from one account to another when the caller is an Owner and/or Authorized Signer on both accounts. If you have special needs to transfer funds to a third-party bank account or between accounts with different signature requirements, you may be required to execute the Bank s Funds Transfer Authorization form. When funds are made available: If funds are available in the account being transferred from, the funds transferred may be made available immediately. About transfer instructions: Our understanding of the transfer instructions and our records shall be conclusive evidence of the actual instructions given. Telephone Banking Bill Pay Option When services are available: The Telephone Banking Bill Pay Option is available 7 days a week, 24 hours a day. You may use the Bill Pay Option to: Make one-time payments to businesses, merchants, or your Union Bank loan accounts, or set up recurring payments Make transfers to or from your Union Bank accounts, or set up recurring transfers Make transfers to or from accounts at other financial institutions About the timing for bill pay requests: To allow time for the payee to receive your payment, we must receive your request at least 5 Business Days prior to the day you want a payee to receive payment or, in the case of recurring payments, the payment date must be 5 Business Days prior to the due date. You can schedule a payment up to 364 days in advance. 40 How to cancel bill pay/transfer requests: Payments or transfers made through Telephone Banking can be cancelled at any time before the Business Day the transaction is scheduled to take place or before 11:45 p.m. (Pacific Time) on the Business Day the transaction is scheduled to take place. Telephone Banking Limitations: The aggregate dollar amount of funds transfers by means of our Telephone Banking service to accounts you do not own at Union Bank or to other financial institutions may not exceed a cumulative total of $5,000 per Business Day. For security reasons, we may limit the number or amount of transactions through the service. We also may delay or reject a transfer if we suspect that you did not authorize it. Telephone Banking Help: For services not listed above, you may speak to a Bank representative. If you mail us a request or have questions regarding Telephone Banking, contact us at the address and number on the first page. If you send us a written request regarding a scheduled Telephone Banking transfer or bill pay request, it must reach us at least 3 Business Days before the transaction is scheduled. Electronic Funds Transfers Initiated by Third Parties You may authorize a third party to initiate electronic funds transfers between your account and the third party s account. These transfers to make or receive payment may be a one-time occurrence or may recur. These transfers may use the Automated Clearing House or other payments networks. Your authorization to the third party to make these transfers can occur in a number of ways. In some cases, your authorization can occur when the merchant posts a sign informing you of its policy. In all cases, the transaction will require you to provide the third party with your account information. The merchant does not need your written consent. Examples of these transfers include: Electronic Check Conversion You may authorize a merchant or other payee to make a one-time electronic payment from your checking account using information from your check to pay for purchases or pay bills. Electronic Returned Check Charge You may authorize a merchant or other payee to initiate an electronic funds transfer to collect a charge in the event a check is returned for insufficient funds. Automated Clearing House (ACH) Services ACH is a method of processing electronic Items transactions to and from your bank accounts. ACH transactions refer to ACH debits, ACH credits, or both ACH debit and credit transactions ( ACH Transactions ). Applicable Law Regarding ACH Transfers You agree that each ACH Transaction on your account is subject to the National Automated Clearing House Association (NACHA) Operating Rules and any local ACH rules, as these may be amended from time to time. You agree that we may rely on the representations and warranties contained in these Operating Rules, and may either debit or credit your account as instructed by the originator of the ACH Transaction. ACH entries originated or received on your behalf may be transmitted through one 41

26 or more ACHs. Your rights and obligations regarding these transfers are governed by applicable law. ACH Provisional Payment How your account is credited: When an ACH transfer is made, credit for the transfer is provisional (temporary) until final payment is received by the payee s financial institution. Until that happens, the party originating the transfer is not considered to have made payment to the payee, and the payee s bank is entitled to a refund of the provisional credit. How this affects your account: If we give you provisional credit for an ACH transfer but do not receive final payment, we may charge your account for the full amount without prior notice or demand. Notice of Incoming Transfer When we give notice of an ACH transfer: We are not required to give you a separate notice of our receipt of an ACH transfer. If we accept ACH credits to your account, you will receive notice of the credit on your next regular periodic statement. About notices for non-ach transfers: Although we may send notice of a non-ach incoming funds transfer (e.g., a wire), we assume no obligation to do so. How to check that a transfer has occurred: Contact your local branch, customer service, Telephone Banking service, or through Online Banking. Preauthorized Transfers Preauthorized Credits You can arrange for direct deposits to your checking or savings account(s). You will not receive a separate deposit receipt or notice from us. Preauthorized Payments You can arrange to pay certain recurring bills from your checking or savings account(s). You acknowledge and agree that an ACH Transaction may be posted by the account number, even if the name and account number are not consistent and identify different parties. ACH Electronic Payment Authorization (EPA) The EPA service allows you to filter the posting of ACH Transactions to your account. Per your instructions, we will return, unprocessed, all ACH Transactions presented against your account that do not match the parameters you provided. You will be responsible for completing an updated EPA worksheet if an authorization to allow specific debit or credit entries is later revoked. ACH Universal Payment Identification Code (UPIC) UPIC is an account feature that is a permanent and secure account identifier that you can freely distribute to encourage the receipt of electronic payments to your account. The UPIC number should only be used for incoming electronic credits of ACH entries. ACH Blocks The ACH Block service allows you to restrict the posting of all ACH Transactions to your account. Per your 42 instructions, we will return, unprocessed, all ACH Transactions presented against your account. High-Risk ACH Originators Some ACH Originators are considered high-risk originators. If we classify you as an ACH high-risk originator, you agree to supply us with additional information related to your ACH activities upon our request. The following ACH customers are deemed to be high-risk: Third-party senders Originators of Internet-Initiated Entries (WEB), Telephone-Initiated Entries (TEL), and International ACH Entries Originators in high-risk industries, including online payment processors, credit repair services, mail order and telephone order (MOTO) companies, or offshore businesses You also agree to properly manage the use of our ACH services, which includes maintaining ACH returns within industry-defined tolerances. Limitation on Transfers We may limit the amount of cash withdrawals or point-of-sale purchases made with your ATM Card or Debit Card to the lesser of your daily ATM Card or Debit Card limit or your Available Balance. Preauthorized transfers or payments from savings or money market accounts are limited to 6 transfers each monthly statement period (money market accounts) or calendar month (savings accounts or money market accounts if statement was requested to be on a specific day). Refer to the Transaction Limitation for Savings and Money Market Accounts subsection of the Savings and Money Market Accounts General Information section. We may limit the daily or cumulative amount that may be transferred through Telephone Banking or online. We may vary these limits without prior notice to you. For security reasons, we may limit the number or amount of transactions at our terminals or point-of-sale locations, or through our online banking, Telephone Banking, or other electronic service. We may delay or reject an electronic payment or transfer if we suspect that you did not authorize it. The Bank will not be responsible for any liability or fees you may incur if we receive transfer instructions that exceed the above limitations that we delay or reject. Documentation of Transfers ATM Transactions You will generally be issued a receipt when you use an ATM. At some ATMs, you will be given the choice of having a receipt printed. If a receipt is unavailable, you will be notified prior to completing your transaction and will be given the option to cancel it. Point-of-Sale Transactions You will usually be issued a receipt when making a purchase using your ATM Card or Debit Card. For smaller purchase transactions, you may not be issued a receipt automatically; however, you may request one. If you want a receipt and the merchant is unable to provide one, you may cancel your transaction. Periodic Statements We will make account statements available to you as required by law or upon request. In any case, you will 43

27 get a statement at least quarterly, unless your account is inactive or in default. For electronic funds transfers made between Union Bank accounts, the periodic statement will document the account number of both debited and credited accounts. Electronic Check Conversions After a merchant scans a check you use for an electronic check conversion, the merchant should mark the check void and return it to you. Lost or Stolen Card or Unauthorized Transaction Notify us immediately if your Deposit Card, ATM Card, Debit Card, PIN, or other access code has been lost or stolen, or used without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account plus your maximum Business Cash Reserve line of credit. Refer to the Communication with Us section at the beginning of this Agreement for information about how to contact us. In Case of Errors or Questions About Your Electronic Transfers Telephone or write us as soon as you can if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. Refer to the Communication with Us section at the beginning of this Agreement for information about how to contact us. We will need all of the following information: Your name Account number Date, type, and dollar amount of the transaction or suspected error Your ATM Card or Debit Card number, if applicable Description of the problem A clear explanation of why you think there is an error or why you need more information about the transaction. Upon request, a Written Statement of Unauthorized Debit. We must hear from you no later than 30 days after we mailed, delivered, or otherwise made available to you the first statement on which the error or problem appeared. If you do not notify us within 30 days after the first statement that shows these transactions was mailed, delivered, or otherwise made available to you, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the electronic transactions reflected therein. If you notify us by phone or in person, we may require that you send us your complaint or question in writing. These procedures do not apply to disputes with a merchant about the quality or delivery of goods or services you authorized and/or purchased using your ATM Card, Debit Card, electronic check, or other electronic transaction. You must settle the dispute directly with the merchant. Electronic Transaction Cancellations Right to Stop Payment and Procedure for Doing So If you have told us in advance to make recurring payments out of your account, you 44 can cancel any of these payments. Here s how: Call us or write us in time for us to receive your request 3 Business Days or more before your payment is scheduled to be made. Refer to the Communication with Us section at the beginning of this Agreement for information about how to contact us. If you call, we may also require you to put your request in writing and get it to us within 14 calendar days after you call. We will charge you a fee for each transaction cancellation request. This section does not apply to stop payment orders for checks. Refer to the Stop Payments section of this Agreement. Cancelling Preauthorized Debits/ACH If you have authorized a company (or us) to charge your account electronically to make one or more payments, you can cancel the payment(s) by contacting us or visiting our website. Refer to the Communication with Us section at the beginning of this Agreement for information about how to contact us. We must receive your request to cancel such a payment at least 3 Business Days before the date the payment is scheduled to be made. We must have all of the following information before we can cancel your payment request: Your account number The exact amount of the ACH transaction The payee or company initiating the ACH transaction The reason for cancelling payment The check number (applicable only for check entries that are collected electronically via the ACH) You may cancel an ACH payment under the following circumstances: Cancelling One Authorized Payment Contact us if you would like to cancel only the next ACH transaction from a company, but still want all future transactions to be charged to your account. The cancellation request will be automatically removed after the next ACH transaction from the company is returned. If your account is still debited, contact us to file a claim. Cancelling Authorized Recurring Payments Contact us if you previously authorized a company to debit your account but have now revoked that authorization. We may require you to complete any necessary forms within 14 days, including a Written Statement of Unauthorized Debit. This cancellation is valid for one year from the date placed. If your account is still debited, contact us to file a claim. Cancelling an Unauthorized or Erroneous ACH Payment Contact us if you have received an unauthorized or erroneous ACH debit entry and want to prevent any future debits from posting to the account. We may require you to complete any necessary forms, including a Written Statement of Unauthorized Debit. This cancellation is valid for one year from the date placed. If your account is still debited, contact us to file a claim. We may require you to give us a copy of your written instructions to the company, revoking its authority to debit your account. If you do not provide the copy within 14 days after you contact us, we will block the company from debiting your account for the 14-day period, but we may honor any debits the company may send us thereafter. We are not responsible for any liability you may incur as a result of your failure to timely provide the requested documentation and our subsequent honoring of previously authorized payments. 45

28 Cancelling a Recurring Debit Authorized with a Debit Card If you wish to cancel a recurring debit you authorized with a Debit Card, contact us in time for us to receive your request 3 Business Days or more before the payment is scheduled to be made. We may ask that you first contact the payee (the merchant or other creditor to whom the payments are made) and cancel the authorization before your account is debited. Cancelling Bill Payments Bill payments you request through online banking or Telephone Banking can be cancelled at any time before the Business Day the transaction is scheduled to take place or before 11:45 p.m. (Pacific Time) on the Business Day the transaction is scheduled to take place. Once processed, a transaction cannot be cancelled. Refer to the Communication with Us section at the beginning of this Agreement for information about how to contact us. Your Liability for Unauthorized Electronic Funds Transfers By giving your ATM Card, Debit Card, PIN, or other access code to another person, you take responsibility for all transactions made by that person or by anyone else to whom that person gives the ATM Card, Debit Card, PIN, or other access code, directly or indirectly, until you notify us to cancel your card and issue a new card, or cancel your electronic service. If your statement shows transfers, withdrawals, purchases, or other transactions that you did not make, notify us at once. If you do not notify us within 30 days after the first statement that shows these transactions was mailed, delivered, or otherwise made available to you, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the electronic transactions reflected therein. Our Liability for Electronic Banking Transactions Electronic transfers made from any business account are not subject to the Electronic Fund Transfer Act, Regulation E, or the error resolution provisions set forth therein. WIRE TRANSFERS Funds transfers by wire are governed by the Uniform Commercial Code and are not subject to the Electronic Fund Transfer Act or Regulation E. The following rules also apply to wire transfers that you send or receive. General Bank Fees You agree that the Bank may charge fees for sending or receiving a funds transfer. You acknowledge and agree that we may deduct fees from your account or from the amount of the transfer. You further acknowledge and agree that intermediary banks may deduct their fees from the amount of the transfer that they process, whether an outgoing or incoming transfer, and that a portion of such fees may be shared with us. You authorize the Bank and such intermediary banks to deduct such fees, and you further authorize the Bank to share in those fees with such intermediary banks. 46 Notice of Wire Transfers We will notify you of all wire activity to your account on your periodic account statement. You may choose to make special arrangements with us to receive earlier notice of wire transfer activity on your account. We may charge you a fee for such early notice of wire activity. See applicable Fee Schedule. Identification of Intermediary or Beneficiary s Bank If your wire transfer order identifies an intermediary bank or a beneficiary s bank by both name and identifying number, Union Bank and other banks may rely on the identifying number regardless of whether the bank name and identifying number refer to different entities. We may select any intermediary bank, funds transfer system, or means of transmittal to send your payment order. We will not be responsible for any liability you may incur as a result of our selection that differs from your instructions. Incoming Wire Transfers Provisional Payment When we give you credit for a wire transfer credit entry, it is provisional until we receive final settlement for the entry through a Federal Reserve Bank or otherwise. If we do not receive a final settlement, we are entitled to a refund for the amount credited to you, and the person who sent the credit is considered not to have paid you. Outgoing Wire Transfers Cutoff Time for Payment Orders We have different cutoff times for processing payment orders. We may treat payment orders we receive after the cutoff time as if received the next day. Amending or Cancelling Payment Orders If you request that we amend or cancel a payment order, we may make a reasonable effort to act on your request; however, we have no obligation to do so. We are not liable to you if, for any reason, a payment order is not amended or cancelled. If we choose to process your request, you agree to reimburse the Bank for any cost, losses, or damages that we incur in connection with your request to amend or cancel a payment order. Inconsistent Name and Account Number If you designate the beneficiary of a wire transfer by both name and account number, the payment may be made according to the account number even if the name and account number are not consistent and identify different parties. Sending Funds Outside the United States If you request that U.S. dollars be sent to a foreign country, payment may instead be made in the currency of the foreign country. Funds transfers may also be made from your Foreign Currency Demand Account. Direct Access Outgoing wire requests may be made directly to the Bank s Wire Services Department, provided that a properly completed Funds Transfer Authorization and other requested documentation have been received by us. Reduced fees for Direct Access may be available. See applicable Fee Schedule. Direct Access requires the use of a caller identification number and a SecurID token. 47

29 Our Liability Concerning Wire Transfers Wire transfers are not subject to the Electronic Fund Transfer Act, Regulation E, or the error resolution provisions set forth above in this Agreement. However, such transactions remain subject to the Uniform Commercial Code and to the remaining provisions of this Agreement. We are not responsible for any losses arising from or in connection with wire transfers unless such losses result solely from our negligence or intentional misconduct, or applicable law states otherwise. Your Responsibility Concerning Wire Transfers You agree that you are responsible for monitoring and reviewing all activity on your account. We recommend that you inspect your statements on a regular basis to look for improper or unauthorized transactions or any other irregularities, and to ensure that your accounts are being handled in a proper manner. Reporting Errors You must contact us immediately if you think there is an error or an unauthorized transaction shown on your statement or notice. Refer to the Communication with Us section at the beginning of this Agreement for information about how to contact us. If your statement includes or discloses an improper or unauthorized transaction, you must notify us in writing, stating relevant facts, within 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, we are not responsible for any liability you may incur as a result of any loss of interest arising from the unauthorized or erroneous funds transfer. In addition, if you do not report an unauthorized or improper wire transaction within 30 days from the time the statement is mailed, delivered, or made available to you, the account balance indicated on your statement will be considered correct, and we will have no further responsibility or liability to you with respect to such statement and the transactions reflected therein. SAFE DEPOSIT SERVICE Certain branches offer safe deposit box services. Your use of these services is governed by the Safe Deposit Box Renter Agreement. Box size and availability may vary by location. There may be a fee associated with this service. We rent safe deposit boxes only to customers who maintain a deposit account with us. If you close your only deposit account with us, we will ask you to close out your safe deposit box. Please let us know if you are an active duty servicemember; you may have additional rights. Safe deposit box contents are not FDIC insured. If you wish to insure the contents of your safe deposit box, you must obtain the coverage on your own. Union Bank and the FDIC do not act as an insurer of the contents of a safe deposit box. GENERAL BANKING INFORMATION Account Ownership Business accounts are available to both for-profit and nonprofit businesses and associations. Common forms of businesses are: Corporation Established under state law as a separate legal entity. It may act only through its stockholders, directors, or officers. A corporation may be established to conduct a business for profit, or it may be a nonprofit organization. Formal Trust Such as a pension and profit-sharing trust, or other employee benefit plan, established according to the terms of a written trust agreement. A formal trust is a separate entity acting through one or more trustees. General Partnership An association of 2 or more persons acting as co-owners of a business. Joint Venture Similar to a general partnership, except the co- Owners associate for a temporary purpose, usually a specific project or transaction. Limited Partnership An association by 2 or more persons having as members one or more general partners and one or more limited partners. The liability of the limited partners is limited to the amount they invest in the business. Limited Liability Company A hybrid form of business organization with features of both partnerships and corporations. Members of a limited liability company with ownership interests have the same limited liability as a corporation s shareholders, yet can still participate in management and control, like partners of a general partnership. Limited Liability Partnership A modified general partnership (available only to firms practicing law or public accounting) established to eliminate some of the consequences of traditional general partnership liability. Public Agencies States; state agencies and political subdivisions of states, such as cities, counties, school districts, water districts, and other miscellaneous public districts; or authorities established under the laws of a state. All federal agencies are considered public agencies. Sole Proprietorship An individual acting as a sole Owner of a business. Unincorporated Association A formal group of individuals, such as a lodge, club, society, or fraternal organization, following many of the procedures of a corporation. It is usually established as a nonprofit organization. Adjustments When adjustments are made: We may make adjustments to your account whenever a correction or change is required. Adjustments might occur, for example, if deposits are recorded or keyed in the wrong amount or Items you deposit are returned unpaid

30 When adjustments are not made: We may decide, at our discretion, not to make an adjustment of an error in the amount of your deposit that is less than or equal to $5, or if the adjustment is less than $5 or our cost to make the adjustment is greater than the amount in question. Additions or Changes in Account Terms How we will notify you of changes: We may add to, delete, or change the terms of our Account Agreement with you at any time. If we decide to do this, we may mail, , or deliver a notice, a statement message, or an amended Account Agreement to any of you at the last address (location or ) on file for you, your account, or the service in question. About notifying you before changes happen: Unless otherwise required by law, we may amend the Account Agreement without prior notice (e.g., by posting the information in our offices or on our website, or otherwise making it available to you). We may give you prior notice if we substitute similar services or discontinue currently offered services for certain accounts. We do not have to notify you, however, of any changes that are beneficial to you (e.g., a reduction or waiver of any fees or the addition of services) or if the change is required for security reasons. Authorized Signer/Contracting Officer You agree that an Authorized Signer may act alone in conducting withdrawal transactions and transfers from the account. Owners are responsible for the actions of the individuals they designate as Authorized Signers or Contracting Officers on accounts, and Owners are responsible for informing Authorized Signers and Contracting Officers of the terms of this Agreement. You agree that we may continue to honor checks issued, and instructions given to us, by any individual who was authorized to sign on your account at the time these checks or instructions were issued, even if these checks are presented to us for payment, or these instructions are to be acted on, after you notify us that the individual is no longer an Authorized Signer. We are not responsible for any liability you may incur as a result of our honoring such Items. This means that you must place a stop payment order on these checks and cancel all instructions issued by that individual that you do not wish us to act upon. In some cases, we may require you to close an account and to open a new one to prevent transactions from occurring. Change of Personal or Business Information You agree to notify us promptly of any change in the business name, physical address, mailing address, or address, or change of the Owners, Contracting Officers, or Authorized Signers on your account. To change your information, please contact us. All changes will become effective after we have had a reasonable opportunity to act upon your notice to us. Check Cashing for Non-Customers We generally permit the payee of a check you write on your Union Bank account to present the check for payment at any of our full-service branches. This does not include limited-service facilities, offices that are not open to both consumers and businesses, or where otherwise posted. It also does not apply to Items that require special processing or presentment at a specific location, such as payable at checks. We may charge a fee to a non- Union Bank customer who cashes your check at one of our offices. The fee will be charged to the person cashing your check. Check Processing Cutoff Hour If we receive an Item for payment on a weekend, a federal holiday, or after 2:00 p.m. on a Business Day, we may treat it as if we had received it on the next Business Day. Our processing cutoff hour with respect to any knowledge, notice, stop payment, or postdated check order, or legal process received by us involving a check, is 1 hour after the opening of the Business Day following the Business Day on which we receive the check. The cutoff hour with respect to setoffs exercised by us is midnight of the Business Day following the Business Day we receive a check, or such later time by which we must return the check. The cutoff hour determines our obligation under state law to pay or return certain checks that have been received (but not finally paid) by us on the previous Business Day. Check Quality You agree to use only checks and deposit slips obtained through us or, if obtained elsewhere, approved by us in advance. If your checks or deposit slips do not meet our processing standards, or if we encounter excessive rejects during processing, we may ask you to have your checks reprinted at your expense. After attempting to fix the problem with your checks or deposit slips, and if the problem persists, we reserve the right to charge your account for extra handling. We will not be responsible for any costs or losses that may result if our equipment is not able to read and process checks you provide or obtain elsewhere without our prior approval. You may not use check stock that cannot be photocopied. Our liability in matters resulting from incorrectly printed checks you have obtained through us is limited to the cost of replacing the checks. We are not responsible for any liability you may incur as a result of any losses or delayed processing due to incorrectly printed checks or deposit slips. All checks issued or deposited should be written in dark ink colors that can be recognized by imaging equipment. We reserve the right to return or charge back any checks you issue or deposit if the information on the check cannot be read. We are not responsible for any liability you may incur as a result of our returning an Item to you due to our inability to process a check when the ink color cannot be recognized. Several factors influence the image quality of an Item, such as a check s background design, the physical condition of an Item, or 50 51

31 the ink color used on a check. The image quality of an Item is also dependent upon the imaging capabilities of any bank that participated in the clearing of the Item. In rare instances, Items may not be available for viewing. In such cases, please contact us for assistance. Checks and Deposit Slips Changes to Banking Information There may be occasions when the banking information printed in the MICR line of your checks and deposit slips will change. If any MICR line information changes, we will notify you 90 days before the change becomes effective. During this 90-day period, you should obtain new deposit slips and checks with the updated information printed on the documents. Failure to do so may result in delays in processing transactions on your account, as described below. Ninety days after we notify you of new MICR line information, we will discontinue processing your checks and deposits that contain old MICR line information. This means that checks with old MICR line information that are presented for payment more than 90 days after the date of our notice will be returned unpaid. Any electronic debits to your account will not be honored, and electronic credits (deposits) will not be posted to your account. You are responsible for giving timely notice of changed MICR line information to any other parties who may need it. Checks Payable to a Business or Trust All checks payable to a business must be processed by deposit to the business account. Checks payable to an individual s name in his or her professional capacity (e.g., John Smith, MD, or Jane Doe, CPA) must be deposited to a like-named business account. Similarly, checks payable to a trustee of a trust must be deposited to the appropriate trust account if the Bank has actual knowledge of the existence of the trust. Checks drawn on the Bank payable to a non-client business may, at the discretion of the Bank, only be negotiated in exchange for a Cashier's Check payable to that exact business name. Prior to negotiation, the business entity must have the endorsement guaranteed on that check by its financial institution. We may charge a fee for this service, which may be deducted from the proceeds of the check. Checks Sent for Collection You may ask us to send a check or Item on a collection basis for you to another bank. Also, for certain checks that you may deposit, we may not use normal check-clearing procedures. These checks include previously dishonored checks, checks with restrictive endorsements, or those drawn in a foreign currency or on a foreign bank. In these cases, we may send the check to the financial institution on which it is drawn for collection or return it to you. If we receive payment for the check, we will credit your account with the amount received on the date we receive payment, less any applicable fees. Both Union Bank and the other financial institution may charge a fee for this service, which may be taken directly from your account or from 52 the proceeds of the Item. Some banks require the fee to accompany the collection request and will return the collection Item without taking any action if the fee is not included. We will charge your account for the payor bank s fee, unless we otherwise agree. Our fee and any payor bank fee apply even if the collection is returned unpaid. When a check you issued is sent to us for collection, we may charge the presenting bank a fee. If we pay the collection, we may pay the presenting bank the amount of the check, less the amount of our fee. The fee we charge the presenting bank is in addition to other fees we charge for handling collections. See applicable Fee Schedule. Checks with Special Instructions Although we are not obligated to, we may pay or accept checks and other Items that include special restrictions or notations (e.g., Void after 6 months, 2 Signatures Required, Void over $50, Payment in Full, and the like), whether on the front or back, in any form or format. If you cash or deposit an Item or write a check with such a notation, you agree that it applies only between you and the payee or maker. The notation will have no effect on us, and you agree to accept responsibility for payment of the Item. Claim of Loss See the Reviewing Statements subsection of the Account Statements section of this Agreement. Closing an Account We may close your account, stop providing service to you, or terminate our contract for any reason unless the specific terms of your account or service state otherwise. We may close your account if you have a zero or negative account balance for more than 45 days. Your account may also be closed for nonsufficient funds, overdrafts, or other unsatisfactory account activity. A report may be made to a consumer reporting agency in these cases. If we close your account, we will send any remaining funds in your account to your last address as shown on our records. If there is more than one Authorized Signer on your account, we may take instructions from any one Authorized Signer to close the account. If you decide to close your account, your account may be subject to prorated service charges for the partial period of service between the last statement cycle date and the date of account closure. These fees include the monthly maintenance fees and any monthly discounts or additional service charges. Specific services and per-item charges will be assessed in full. If you or we decide to close your account and you have recurring payments deposited directly to or withdrawn from your account, notify the company or government agency making the payments or transfers that your account will be closed. If you do not notify us of your intention to close your account, a preauthorized electronic transfer could be posted to the account. After your account is closed, we will return any payments or transfers we receive. Items presented for payment after account closure may be returned with the notation 53

32 Account Closed. We are not responsible for any liability you may incur as a result of a dishonored Item presented for payment. Communicating with You By opening or maintaining an account with us, you give Union Bank and our authorized representatives your express consent to contact you in the following ways and for the following reasons. How we may contact you: By mail, courier, telephone whether cellular (mobile) phone or landline or electronically by , text, or through our Online Banking service. And you expressly consent to the use of prerecorded messages, artificial voices, and/ or autodialed calls when we contact you by telephone. What we may contact you about: You agree that we may communicate with you about any aspect of your banking relationship with us, including, without limitation, debts or other obligations that may arise from time to time under this Account Agreement. What we may send to you: You agree that we may send any notice, record, or other information about your account, such as account disclosures, change-in-terms notices, privacy disclosures, Fee Schedule, or transaction notices and alerts to any of you at the last address on file for your account or with any periodic statement we send. Contacting you about amendments to this Account Agreement: You agree that we may communicate amendments to this Account Agreement by delivering or mailing a notice or an amended Account Agreement to any of you. We may deliver such notices, account information, or amendments electronically if you have agreed to communicate with the Bank electronically. Where we send statements and notices: Statements and notices are normally sent to the last address (or address) listed with us for your account or service. When we consider a communication received by you: Information or notices sent to any account Owner or authorized signer shall be deemed sent to and received by all account Owners and authorized signers. If you do not receive your statement: Please notify us promptly if you do not receive your statement by the date you normally would expect to receive it. What happens if we hold a statement: If we hold a statement or notice at your request or because you fail to provide us with a current address, it will be considered delivered to you when it is prepared (if we re holding a statement for you), mailed (if it s returned in the mail), or made available to you in some other way (e.g., at a website or address if you have agreed to electronic communications). We may hold statements if the post office notifies us that your mail is undeliverable. At our discretion, we may destroy mail that is returned to us or determined to be undeliverable. How you must notify us: You must mail or deliver all notices to us in writing at the address indicated on your statement or at such other address(es) as we designate (e.g., in connection with a service). Notices sent elsewhere may be delayed or may not reach the correct office. Compliance with Applicable Law What you agree to: You agree not to violate the laws of the United States, including, without limitation, the economic sanctions administered by the U.S. Treasury s Office of Foreign Assets Control. You may not use your account or any account-related service to process Internet gambling transactions or conduct any activity that would violate applicable law. What happens if we suspect illegal activity: If we are uncertain regarding the legality of any transaction, we may refuse the transaction or freeze the amount in question while we investigate the matter. Conflicting Claims to Account Ownership or Control What types of disputes or problems can affect an account: If there is any uncertainty about the ownership of an account or its funds, or there are conflicting demands over its ownership or control If we are unable to determine any person s authority to give us instructions If there is suspected financial abuse of an elder or dependent adult, and Adult Protective Services or any similar state or local agency requests us to freeze the account or reject a transaction If we believe a transaction may be fraudulent or may violate any law What we may do (at our sole discretion): 1. We may freeze the account and refuse transactions until we receive written proof (in form and substance satisfactory to us) of each person s right and authority over the account and its funds. 2. We may refuse transactions and return checks, marked Refer to Maker (or similar language). 3. We may require the signatures of all Owner(s), Contracting Officer(s), or Authorized Signer(s) when they withdraw any funds, close an account, or make any change in the account regardless of the number of authorized signers on the account. 4. We may request instructions from a court of competent jurisdiction at your expense regarding the account or transaction. 5. We may continue to honor checks and other instructions given to us by persons who, based on our records, appear as Owner(s), Contracting Officer(s), or Authorized Signer(s). Something to keep in mind: Although we have the right to proceed in the ways outlined above, understand that this does not impose an obligation on us to act on these rights or to deny a transaction

33 Credit Verification You agree that we may obtain information, including credit information, from consumer reporting agencies or other companies when you request to open an account with us, agree to be a signer on an account, or obtain any other service from us, in order to verify your previous banking relationships and as a basis for account qualification. We may do so at the time you open the account, at any time while your account is open, or after your account is closed if you owe us any amounts related to your account. We may also ask for credit information on any Owner, Contracting Officer, or Authorized Signer on your account, including any principal or officer of your business. The Owner(s) or Contracting Officer(s) of your business is/are responsible for informing other Owners, Contracting Officers, or Authorized Signers of our right to obtain credit information about them. Customer Identification To help the government fight money laundering and the funding of terrorism, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, and to understand the anticipated activity of the account. What this means: When you open an account, we will ask for the name, street address, date of birth (if applicable), and other information that will allow us to identify you and others authorized to use the account. We will ask for a tax identification number and also will ask to see a driver s license or other identifying documents. We may further ask you for specific information regarding the nature of anticipated activity, the sources of your funds, the purposes of transactions, the relationship you have with persons to whom you send funds and persons who send funds to you, the anticipated frequency of such transactions, the ultimate beneficiaries of funds you send and receive, and other questions that may help us clarify the nature and purpose of transactions. We may, at our sole discretion, elect not to open an account or close any existing account, with or without cause. The Bank may, at its discretion, open additional accounts upon your telephone, written, or online instructions. These accounts must be in the same title as previously established accounts you maintain. We may close accounts if we are unable to understand the purpose of the account, the structure of an organization, the authority of the signers, the documentation provided, or the general risk associated with the establishment of the account. We may elect not to disclose the specific reason for our action. Accounts Opened in Texas Texas law requires us to obtain additional information if you are opening a business deposit account that has check writing privileges. If the business is a limited liability company, corporation, or other legal entity, we will ask for a copy of the business articles of organization, articles of incorporation, or other formation document and an assumed name certificate, if applicable. If the business is a sole proprietorship, we must require the name 56 of the business owner, physical address of the business, home address of the business owner, and the driver s license number or the personal identification card number issued to the business owner by the Department of Public Safety. You agree to inform us promptly of any changes in the information you have provided to us in connection with these business accounts. Transaction Information Requirements When you conduct a transaction with us, we may require you to identify yourself by various means, which may include using your ATM Card or Debit Card and PIN, or answering security questions. For the Bank to conduct certain financial transactions, we are required to obtain certain information about the individual conducting the transaction, as well as about the individual or organization for whom the transaction is being conducted. The information includes the full name, permanent address, Social Security number and/or Employer Identification Number, driver s license or passport, or occupation or profession of the individual conducting the transaction. We also require the account Owner s full name; permanent street address; Social Security number and/ or Employer Identification Number; and business, occupation, or profession. If this information is not provided, we are required to refuse to handle the transaction. Requests Not Made in Person We will accept your transaction requests or instructions not made in person only if we can reasonably ensure your identity. We may use passwords or PINs, contact you by telephone, or use other means to authenticate your identity and validate your request. Unless you have made special arrangements with us, we have no obligation to act upon instructions you give us by phone, fax, text message, , or voic . Death or Incompetence Notify us immediately if any Owner, Contracting Officer, or Authorized Signer on your account dies or is declared incompetent by a court. Until you or a court gives us written notice of such death or incompetence, we may continue to honor checks, Items, and instructions as though all Owners, Contracting Officers, or Authorized Signers are alive and competent. We may also freeze, refuse, and/or reverse deposits and transactions if we become aware of the death or incompetence of an Owner, Contracting Officer, or Authorized Signer. Demand Drafts or Remotely Created Checks A demand draft or a remotely created check is an Item that does not bear the actual signature of the maker but is drawn with the maker s authorization. Demand Drafts You Authorize If you voluntarily give information about your account, such as our routing number and your account number, to someone and authorize them to draw against your account, we may, but are not obligated to, charge your account and pay such Item. You are responsible for any Items paid against your account, even if the Items are in excess of the amount you 57

34 authorized. We may refuse to honor demand drafts without cause or prior notice, even if we have honored similar Items previously. You agree that we are under no obligation to verify whether the name and account number shown on the demand draft are consistent with our records. You further agree that we may either pay the demand draft or refuse to honor it. You agree to provide us on request with a copy of any written agreement you may have with the third party initiating the draft. Demand Drafts You Initiate You must obtain prior approval to deposit unsigned demand drafts you create that debit third-party accounts. If the Bank agrees to accept these Items for deposit, we may require collateral or personal guaranties. We may also require you to enter into a specific deposit agreement. We may require you to provide proof of adherence to applicable laws and regulations applying to unsigned demand drafts. You agree to provide us upon request a copy of the written agreement you may have with the individual authorizing the demand draft. Deposits All deposits made to your account are subject to final verification, payment, and adjustment by us, even if we cash a check, give you immediate credit for a deposit, or give you cash back from a deposit. In our sole discretion, we may decline to accept any Item for deposit. If your deposit contains both checks and coin or currency, your deposit will receive ledger credit on the next Business Day. We may place a hold on checks you deposit. You will be notified if a hold is placed. During the hold period, these funds may not be withdrawn or used to pay checks or any other transactions on your account. Checks deposited at one of our cash vaults will be forwarded for processing and will receive ledger credit the next Business Day. If you deposit a check containing a retired (no longer in use) bank routing number, you will not receive credit for the Item and it will be returned to you unpaid. You must contact the maker of the check to obtain a replacement check bearing the new routing or account number. We act only as your collection agent when receiving Items for deposit or encashment. We reserve the right to refuse for deposit, or reverse the credit for, any Item that, in our sole discretion, is determined to be unacceptable for forward collection either at the time of deposit or upon subsequent review. We may charge your account for cashed Items should they become lost, mutilated, or destroyed during processing. Whether or not we reverse a credit, you agree to assist us in collecting the amount of any lost Items by providing us with information and other assistance as we request. Merchant Card Transactions In order to conduct merchant card transactions, you must enter into a separate agreement with our merchant services provider ( Provider ). When you initiate a card transaction, the Provider will perform front-end authorization. If approved, the transaction will be transmitted to the Provider for processing. We are not responsible for the acts or omissions of the Provider. Service Center and Cash Vault Deposits You must prepare your deposit in accordance with the Bank s Deposit Delivery Handbook ( Handbook ). If you do not comply with these standards, we cannot ensure proper or timely processing of your work. You are responsible for any additional preparation time required for us to transform your deposit into the Handbook format. This may result in additional fees, including fees for rejected pre-encoded Items. See applicable Fee Schedule. If you submit an Item for deposit that is not able to be image captured, you agree to indemnify the Bank against any and all liability that may arise from doing so. Contaminated or Mutilated Deposits A contaminated deposit is one damaged by or exposed to a contaminant to the extent that it cannot be processed under normal procedures or may pose a health or safety risk. A mutilated deposit is one that has been damaged or is in such condition that its value is questionable. You agree not to deposit contaminated or mutilated Items or currency. Contaminated Checks Contaminated checks will not be accepted for deposit. You agree not to present such Items to us for processing and to obtain a replacement from the maker. Contaminated Coin and Currency The Bank does not process contaminated coin and currency. However, we may accept correctly packaged contaminated currency on a collection basis upon prior notice and approval to forward to the Federal Reserve Bank. Contact us for more information. Mutilated Checks Mutilated checks require special handling and must be submitted as a separate deposit. You agree to separate such Items and label the deposit as mutilated. Mutilated Coin and Currency Mutilated currency is a note that has been damaged to the extent that one-half or less of the note remains. Mutilated coin is coin that has been bent, twisted out of shape, punched, fused, or defaced. The Department of the Treasury recommends that you send mutilated currency to the Bureau of Engraving and Printing for special handling. Mutilated coin should be sent to the U.S. Mint for special handling. Lost Deposits The Bank will not be responsible for lost or missing deposits if you do not comply with the Handbook. You agree to use your best efforts to provide such copies, images, or MICR information of the Items lost in transit as may be available to you. Additionally, you agree to provide the Bank copies of tapes or cash letter detail. Rejected Items Fees may apply for presented checks and/or deposit slips rejected from machine processing for any of the following reasons: Non-standard MICR Obsolete account number or routing number Excessive rejects due to poor-quality printing ( Excessive means the greater of a) 3 presented checks and/or deposit slips rejected in processing in a statement cycle; or b) the percentage indicated under the Basic Account Services section in the applicable Fee Schedule of the total of all such Items processed in that cycle)

35 Additional charges will apply for depositing pre-encoded checks that are rejected for poor MICR quality and/or encoding. Clients who have a monthly reject rate for deposited Items in excess of the published percentage under the Check Processing Services section of the applicable Fee Schedule will be charged for each Item exceeding the allowed published percentage. Individual deposits exceeding the published percentage reject rate may be held over to the next Business Day for processing. We reserve the right to place any clients who exhibit excessive deposit rejects, either over 25% in one day or over the published percentage for 5 consecutive Business Days, on a daily reject report to assist in resolving the MICR quality problem. If we do so, we may have to delay processing your deposits. There is a fee for each reject report we send you. Transportation You and we agree that upon instructions from either of us, an armored carrier or courier service ( Carrier/Courier ) will pick up and/or deliver coin and currency, checks, Bank documents, other media (e.g., computer reports, computer tapes, etc.), or valuables (collectively Materials ) for the purpose of delivering the same to you or us, or as we otherwise agree. You agree that you will use only armored carriers to transport cash or other Materials of intrinsic value. You further agree that your deposits delivered to us by the Carrier/Courier will be packaged in accordance with procedures set forth in the Handbook. Negotiable Materials must be packaged and delivered to us in selfsealing and tamper-evident containers or bags. Suitable containers meeting our specifications are available by contacting us. If you do not obtain containers from us, you must submit sample containers for approval. We reserve the right to refuse containers that do not meet our specifications or that appear to have been tampered with. The Carrier/Courier is an independent contractor. However, if the Carrier/Courier is deemed to be an agent, you and we agree that the Carrier/Courier is your agent and not ours, even though we may pay for the cost of such services. The provisions set forth in this section are exclusively between you and us and are separate from your agreement with the Carrier/Courier. We will not be responsible for any liability you may incur as a result of transportation of Materials by the Carrier/Courier to the Bank or any other destination you specify, until we acknowledge receipt in writing of the Materials. If the Bank delivers Materials to the Carrier/Courier, the Bank shall not have any liability upon delivery of such Materials to the Carrier/Courier. Without limiting the foregoing, the transportation of Materials is at your own risk and shall impose no liability on the Bank, including, but not limited to, any liability arising out of their loss, theft, or destruction during transportation. You agree to immediately notify us if any Materials are believed to be lost, missing, or misdirected. If you think there are missing or erroneous entries shown on your statement, you must tell us within 14 days of discovery or 14 days after we mail, deliver, or otherwise make the statement available to you, whichever is earlier. If you do not, the Bank may refuse to reimburse you for any claimed losses or discrepancies. In addition, if you do not report an error or unauthorized transaction within 6 months after we mail, deliver, or otherwise make the statement available to you, the account balance indicated on your statement will be considered correct. Your obligation to discover and report such Materials applies whether or not the Bank has acknowledged receipt of a container purported to contain the Materials. The Bank shall not be held liable for any additional fees charged in excess of the fees originally quoted for the Carrier/Courier service. These may include, but are not limited to, rate increases and fees associated with excess weight, special deliveries, and additional bags. Any agreement by the Bank to pay for services performed by the Carrier/Courier may be terminated at any time by the Bank upon 10 days written notice to you. Endorsements Each deposited check should be endorsed on the back of the check in the designated endorsement area. If the endorsement or any marking is made outside of the specified area, you may be liable for any processing delay or loss that may result. If you fail to endorse a check, we may collect it without an endorsement or supply the missing endorsement. We may also require that all endorsers be present (including those who may have endorsed the Item to you) to provide information and, for anyone who is not a signer on the account, to have their endorsement guaranteed by that person s bank. We also may refuse to accept the check for deposit. All payees should endorse checks that are jointly payable to the Owners of the account. However, we are also authorized to cash or accept for deposit to the account: Checks payable to all Owners but endorsed by only one Checks payable to one or more Owners but endorsed by another of the Owners Checks payable to one or more Owners without endorsement, in which case we are authorized to provide the endorsement for the Owner(s) English Language Controlling You agree that English is the controlling language of this Agreement. In case of any disagreement between English and another language we may use to communicate with you, the English language version is controlling, unless we agree otherwise with you in writing, or the laws governing your account specifically require a different result. You agree that all written instructions you give us, for example, traditional paper checks, will be in English. You further agree that we may decline to process any check, draft, or other instrument for the payment of money written in a language other than English, whether issued by you or another person. We are not responsible for any liability you may incur as a result of our failure to pay or return such Items

36 Facsimile Signatures What we require for their use: You agree not to use facsimile signatures on checks unless you provide us with representative samples and we approve their use. About paying facsimile Items: We may refuse to accept or may pay Items bearing facsimile signatures at our discretion. What you re responsible for: You agree to assume full responsibility for any and all payments made by us when we rely on signatures that resemble the actual or facsimile signature(s) you provided (without regard to variation in color or size) in connection with your accounts or services. You authorize us to pay any check that appears to bear your authorized facsimile signature, without further inquiry. You agree to indemnify, defend, and hold us harmless from any and all actions, claims, losses, damages, liabilities, and expenses (including attorneys fees) arising directly or indirectly from the misuse or the unlawful or unauthorized use or copying of facsimile signatures (whether affixed manually, by stamp, mechanically, electronically, or otherwise). Deposit Insurance Union Bank accounts are insured to the regulatory limits by the Federal Deposit Insurance Corporation (FDIC). Any deposits (including time deposits) that you maintain in the same capacity directly with Union Bank or through an intermediary (such as with us or another broker) will be aggregated with deposits in your Deposit Accounts at Union Bank for purposes of the maximum applicable FDIC deposit insurance amount. When we give you information about products we offer that are not FDIC insured, you will be clearly informed of that fact before you make a purchase decision. You are responsible for monitoring the total amount of deposits that you have with Union Bank in order to determine the extent of FDIC deposit insurance coverage available to you. If you d like more detailed information about FDIC Insurance: WRITE: FDIC th Street, N.W. Washington, D.C CALL: TDD: FDIC hours of operation: Monday Friday, 8:00 a.m. 8:00 p.m. (Eastern Time) Saturday Sunday, 9:00 a.m. 5:00 p.m. (Eastern Time) VISIT: or Funds Availability Your Ability to Withdraw Funds Our policy is to make funds from your cash and check deposits available to you on the 1st Business Day after the Business Day we receive your deposit. Once they are 62 available, you can withdraw the funds in cash, and we will use the funds to pay checks that you have written. Please keep in mind, however, that after we make funds available to you, and you have withdrawn the funds, you are still responsible for checks and mobile check deposits you deposit that are returned to us unpaid and for any other problems involving your deposit. For determining the availability of your deposits, every day is a Business Day except Saturdays, Sundays, and federal holidays. If you make a deposit before the close of business on a Business Day that we are open (as early as 1:00 p.m. for deposits made at some automated teller machines (ATMs)), we will consider that day to be the day of your deposit. However, if you make a deposit after these hours or on a day that is not considered a Business Day, we will consider that the deposit was made on the next Business Day we are open. This funds availability policy does not apply to checks drawn on banks located outside the United States. Longer Delays May Apply In some cases, we will not make all of the funds that you deposit by check available to you on the 1st Business Day after the day of your deposit. Depending on the type of check that you deposit, funds may not be available until the 2nd Business Day after the day of your deposit. The first $200 of your deposit, however, will be available on the 1st Business Day. If we are not going to make all of the funds from your deposit available on the 1st Business Day, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our employees, or if we decide to take this action after you have left the premises, we will mail you the notice by the Business Day after we receive your deposit. If you will need the funds from a deposit right away, you should ask us when the funds will be available. In addition, some or all of the funds you deposit by check may be delayed for a longer period under the following circumstances: We believe a check you deposit will not be paid. You deposit checks totaling more than $5,000 on any one day. You redeposit a check that has been returned unpaid. You have overdrawn your account repeatedly in the last 6 months. You are depositing to a new account. There is an emergency, such as failure of computer or communications equipment. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. They will generally be available no later than the 7th Business Day after the day of your deposit. Special Rules for New Accounts and Remote Deposits If you are a new customer, the following special rules will apply during the first 30 days your account is open. Electronic deposits will be available on the payment date (settlement date), either when received or through authorized payment instructions. Funds from deposits of cash, wire transfers, and the first 63

37 $5,000 of a day s total deposits of cashier s, certified, teller s, and travelers cheques, and federal, state and local government checks will be available on the 1st Business Day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you. The excess over $5,000 will be available on the 7th Business Day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,000 will not be available until the 2nd Business Day after the day of your deposit. Funds from all other check deposits will be available on the 7th Business Day after the day of your deposit. This funds availability policy also does not apply to checks deposited other than at a staffed facility at the Bank, ATM, night depository, lock box, or by mail. Check deposits made using a mobile device or check scanning equipment will generally be available on the 1st Business Day after the Business Day we receive your deposit. In some cases we may delay availability of your deposit until the 4th Business Day after the Business Day of your deposit. If we are not going to make your deposit available on the 1st Business Day, we will notify you. The Bank, at its sole discretion, may also hold funds you deposit for any reason necessary that the Bank believes would limit customer and/or Bank losses. Governing Law To the extent this Account Agreement is subject to the laws of any state, it will be subject to the law of the state where your account is maintained, without regard to its conflict of law provisions. Your accounts and services also will be subject to applicable clearinghouse, Federal Reserve Bank, funds transfer system, image exchange, and correspondent bank rules ( Rules ). You agree that we do not have to notify you of a change in the Rules, except to the extent required by law. If there is any inconsistency between the terms of this Account Agreement and the Rules, the terms of this Account Agreement shall supersede the Rules, unless prohibited by the Rules. Inactive Accounts and Unclaimed Property Accounts become inactive when there has been no transaction or positive contact with us for a certain period of time as follows: 12 consecutive months for transaction (demand deposit) accounts 18 consecutive months for savings accounts 24 months after the first maturity date or date of last customer contact for time deposit accounts Positive contact will prevent an account from becoming inactive. Types of positive contact include: A deposit or withdrawal performed by you to the account. This does not include Bank-initiated transactions, such as service charges, interest payments, or automated deposits and withdrawals. Correspondence electronically or in writing concerning the account. A signed letter from you relating to the account s disposition. An indication from you of your interest in the account, such as contacting us to state your intention to maintain the account, or another record on file with us. The inactive period begins on the date of last transaction, last positive contact with us, or first maturity of a time deposit, whichever is latest. We may refuse to post any transactions to an inactive account unless we can confirm that you initiated the transaction. All inactive interestearning accounts continue to earn interest, except for time deposit accounts that do not automatically renew. Service charges for inactive accounts are the same as those for active accounts. Charges are not reimbursed for inactive accounts that are later reclassified as active. Also, we may change the delivery of account statements for inactive accounts. You may receive a written notice that your funds may be surrendered to a state government due to inactivity. The requirement to send notice is based on the account balance and whether we have a valid address on file. The timing of the notice and minimum account balance for the notice vary by state. We will surrender the funds in your inactive account to the state of your last-known address on file at the Bank if the account remains inactive for the time period designated by that state. Accounts with a foreign address on file will be surrendered to the state of California. Once the account is turned over to the state, you may reclaim the funds by presenting adequate proof of ownership to the appropriate state. Income Tax Reporting For certain types of account ownership, we are required by law to report to the Internal Revenue Service (IRS) interest paid or other payments made to you. For interest-earning accounts in which interest is paid on a cycle of one year or less, we report interest in the calendar year in which the interest is paid. For time deposit accounts issued for a term of more than one year for which interest is paid on a cycle of greater than one year, we report interest annually for interest accrued in the current calendar year. A tax-reporting notice will be sent to you for interest-earning accounts if the interest earned is $10 or more. Withholding of Income Tax When we must withhold funds for taxes: Unless you are exempt under federal law, we are required to withhold a portion of your taxable interest and certain other payments (this is referred to as backup withholding) if you fail to supply us, under penalties of perjury, with your correct taxpayer identification number (TIN); you fail to provide us with the required certified information; the IRS instructs us to withhold; or the IRS notifies you that you are subject to backup withholding. What tax information you must provide: You must provide your TIN whether or not you are required to file a tax return. You also must certify that you are not subject to backup withholding

38 About reporting interest: We may report interest and other payments to you to the Internal Revenue Service (IRS), along with your TIN. What happens if you don t provide your TIN: We may refuse to open, and we may close, any account for which you do not provide a certified TIN, even if you are exempt from backup withholding and information reporting. To avoid possible erroneous backup withholding, an exempt payee should furnish its TIN and indicate on the signature card that it is exempt. You may be subject to civil and criminal penalties if you fail to provide us with a correct TIN or falsify information with respect to withholding. For additional information on interest reporting and withholding, contact your tax advisor or the IRS. What to do if you have exempt status: Nonresident aliens or foreign entities not subject to information reporting must certify their exempt status by completing an appropriate IRS certification form (e.g., W-8 BEN). Nonresident aliens may be required to certify their exempt status every 3 years (or earlier upon request) to avoid backup withholding. International Transactions Union Bank offers foreign exchange services, including basic spot purchases, hedging strategies, wire payment services, Foreign Currency Demand Accounts (FCDAs), and Foreign Currency Time Deposits (FCTDs). Transactions processed in foreign currency denominations are subject to daily changes in exchange rate. When Union Bank converts a transaction, we may determine in our discretion the currency exchange rate and then assign that currency exchange rate to your transaction without notice to you. You agree to this procedure and accept our determination of the currency exchange rate. We may consider many factors in setting our currency exchange rates. Some of these factors are exchange rates set by others, our desired rates of return, market risk, and credit risk. We are not responsible for any liability you may incur if our currency exchange rates are different from rates 1) offered or reported by third parties; 2) offered by us at a different time, at a different location, or for a different transaction amount; or 3) that involve different payment media (such as bank notes, checks, and wire transfers). You acknowledge that: Our currency exchange rates for retail and commercial transactions, and for transactions effected after our regular business hours or on weekends, are different (and usually less favorable to you) from the exchange rates for large interbank transactions effected during a Business Day (the rates reported in The Wall Street Journal or elsewhere are usually for large interbank transactions); Currency exchange rates offered by other dealers or shown at other sources (including online sources) may be different from our rates; and Currency exchange rates can be highly volatile and may change frequently during a day. You assume all risks relating to or arising from fluctuations in the exchange rates between currencies. If for any reason the transfer is returned, you agree to accept the refund in United States dollars in the amount of the foreign currency credit, based on the current buying rate of the bank converting the currency to United States dollars on the date of refund, less any charges and expenses we incurred and our commission for making the exchange. Additionally, foreign transactions are often subject to fees assessed by foreign banks and their correspondent banks, and they may be processed and returned based on local laws and practices. Union Bank has no control over those conditions, and you authorize Union Bank to process any resulting charges or credits to your account. For further information on specific foreign exchange services, including additional risks, restrictions, and other requirements, please contact the Global Capital Markets Foreign Exchange Department at Large Cash Withdrawals For security purposes, we have the right to limit the amount of cash we will provide on demand at a branch. We may require reasonable advance notice for large cash withdrawals. You agree that we are not responsible for providing for your security in such transactions, and that we may require that you make advance arrangements with a licensed armored carrier for such withdrawals. Generally, cash withdrawals greater than $50,000 are considered commercial transactions and will not be accommodated at a branch. Legal Process We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant, or other legal process that we believe (correctly or otherwise) to be valid. We may notify you of such process by telephone, electronically, or in writing. If we are not fully reimbursed for our record research, photocopying, and handling costs by the party that served the process, we may charge such costs to your account, in addition to our minimum legal process fee. You agree to reimburse us for any cost or expense, including attorneys fees, that we incur in responding to legal process related to your accounts. We may not pay interest on any funds we hold or set aside in response to legal process. You agree that we may honor legal process that is served personally or by mail, , or facsimile transmission at any of our offices (including locations other than where the funds, records, or property sought are held), even if the law requires personal delivery at the office where your account or records are maintained. You acknowledge that accounts opened with trust or fiduciary designations (e.g., XYZ, Inc. Client Trust 66 67

39 Account ) may be subject to levies and other legal process against your property unless our records clearly reflect the existence of an express written trust or court order. Limitation on Time to Bring Action Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this Account Agreement or by law with respect to your account or any account service must be commenced no later than 1 year after the day the cause of action accrues. Multiple Signatures It is not our general policy to offer accounts on which 2 or more signatures are required to transact on your account. (For important exceptions, see below.) This means that you agree that an Authorized Signer, acting alone, may sign checks, withdraw or transfer funds, give us instructions regarding the account, close the account, or establish additional accounts in the same name or names that are subject to the same signature requirements. If you indicate on your signature card, on another account document, or elsewhere that more than one signature is required for a transaction, this indication is for your own internal procedures and controls, but it is not binding on us unless we have expressly agreed in writing. Exceptions We generally offer accounts on which more than one signature is required for transactions only under the following circumstances: Legal Orders The account is subject to a legal order, which expressly requires more than one signature for withdrawals. Legal Requirements The account is one required by law to be held by 2 or more persons who must act together to exercise their legal authority over the funds in the account. Accounts Held by Formal Trusts The account is held by a trust (other than a business trust ) whose written terms as specified in the Trust Certification or other document require more than a single signature for withdrawals. Other Signature Requirements by Special Arrangement Only As agreed upon by the Bank and you. Signature requirements for accounts opened before April 1, 2005, remain unchanged. Night Depository Service This service is available at most of our branches and allows you to make deposits to your account using the night depository facility (the Facility ). Making Deposits Each deposit into the Facility shall include only cash or Items intended for deposit to one or more of your accounts with us. The deposit shall be contained in accordance with our instructions in a self-sealing plastic pouch ( Pouch ) supplied or approved in advance by us. The Pouch shall include an Itemized list of the cash and other Items contained therein. You shall retain a copy for your records and will use your best efforts to verify that each Pouch reaches the vault portion of the Facility. Processing Deposits You authorize the Bank to open each Pouch placed in the Facility, to count the cash and other Items therein, and to credit the amount to the indicated account. Deposits made before the Facility s cutoff time will receive same-day credit for the entire deposit. Deposits made at the Facility after the cutoff hour may not be collected and processed until the beginning of the Bank s next Business Day. Only the cash deposit in a Pouch will be transported to one of the Bank s centralized cash vaults for counting. Deposits containing both cash and Items in the same Pouch may be processed at the branch where the Facility is located. Any adjustments will be made after processing is completed. Disputes of any cash adjustments must be submitted in writing, within 10 days following receipt of any cash adjustment notice, to your office of account. Equipment and Procedures You agree to use the Facility only with keys supplied by us and to notify us immediately if you lose any key to the Facility or should a key become unusable for any reason. You agree not to duplicate any keys and to take all reasonable precautions to prevent unauthorized persons from tampering with a Pouch. If you observe any Facility equipment that is missing, defective, damaged, or inoperable, notify us immediately. Depositor Agreement We may withdraw the Facility from use at any time in cases of emergency or the need to make repairs, without providing you notice. Either you or we may terminate this service at any time by written notice to the other, and upon any such termination you shall immediately return, or pay the cost of replacing, all equipment we have furnished to you. Advance Notice of Withdrawals/Transfers We reserve the right to require 7 days advance written notice of withdrawal of funds from any savings and money market deposit account. Online Services Our online banking service allows you to access your accounts and conduct banking via the Internet. The service allows you to check balances, transfer funds, pay bills, view statements and check images, receive account notifications, and more. Some services may also be available through a wireless device. Access to online banking is free. Use of the online banking service is governed by one or more separate agreements for online services, which supplement this Agreement. Opening Additional Accounts The Bank may, at its option, open additional accounts upon your telephone, written, or online instructions. These accounts must be in the same title as previously established accounts you maintain

40 Presentment of Items We may charge your account on the day a check or other transaction is presented or returned to us, whether by physical delivery or electronically. We may charge your account or place a hold on funds at an earlier time if we receive an electronic or other notice that such Item has been submitted for collection or return at another financial institution, or if a business notifies us that it is processing an electronic transaction against your account (e.g., a point-of-sale purchase using a Debit Card). We may determine your account balance for the purpose of deciding to dishonor an Item for nonsufficient funds at any time between the time we receive the Item or notice of it and the time we must return it unpaid. We are not obligated to make this determination more than once. We may charge your account when a copy of a check or other Item drawn against your account is presented to us for payment by another financial institution in place of the original, unless a stop payment order is in effect for the original Item, whether or not the original check is lost, mutilated, destroyed, or otherwise unavailable. You agree that we shall have no liability to you for paying such a copy, unless you are able to show to our satisfaction that a) you did not issue or otherwise authorize the original, or the terms of the copy we paid are materially different from the terms of the original; and b) you received no benefit from the payment of the copy. Claims arising from the payment of a copy are subject to the provisions of the Claim of Loss section of this Agreement. See Reviewing Statements in the Account Statements section of this Agreement. Pricing Regions Interest rates, fees, and charges for accounts and services may vary based on where your branch is located or how you open your account. Rates and fees may vary from state to state or within a state. Purchase of Monetary Instruments Cashier s checks, money orders, or travelers cheques (monetary instruments) sold by the Bank may be purchased only with a check drawn on or a debit to a Union Bank transaction account. We may refuse to permit a purchase with cash. In other words, cash must first be deposited into a Union Bank transaction account to purchase a monetary instrument. Customers with nontransactional deposit accounts, such as time deposits or IRAs, should speak to an officer for special processing of their transaction. Record Search Copies of checks, statements, or other Bank records are available upon request for up to 7 years after the statement date. We may charge you a research fee in addition to a copy fee. See applicable Fee Schedule. If we cannot provide you with a copy of a check and you lose money as a result, we may cover the loss up to the amount of the check. However, we will not be liable for any consequential damages. Telephone and Electronic Communication Monitoring or Recording We re always working to help make your banking experience better. So for quality control and security purposes, we may monitor telephone conversations and electronic communications. We do not record telephone conversations without notice to you. Release of Information to Third Parties When periodic statements are combined, whether or not at your request, you agree that copies of these statements, which include information on other accounts and services, may be provided to any Owner, Contracting Officer, Authorized Signer, or other person authorized by any of them. You authorize us to release information regarding the status and history of your loan and deposit accounts to others, including, without limitation, our parent company and affiliates, as described below. You understand that information you have provided us and your account files and credit history, as well as information concerning your creditworthiness, may be updated and shared with others within the Bank from time to time for consideration of other products and services. We may report information about your account to credit bureaus or other consumer reporting agencies. Late payments, missed payments, overdrafts, or other defaults on your account may be reflected in the records of such agencies. We may also disclose information about your account to an account verification service in addition to a credit reporting agency if we close your account due to unsatisfactory handling, fraud, attempted fraud, or criminal activity. Under these circumstances, the information disclosed may include the name, address, taxpayer identification number, and driver s license number of any account Owner; the date the account was closed; the reason for its closing; and the fact that the account was closed at the Bank s request. Other financial institutions subscribing to the account verification service may be supplied with this information. All Owners, Contracting Officers, and Authorized Signers agree that we may obtain name and address information from the records of any state Department of Motor Vehicles, and all expressly waive their rights under applicable law or regulation to keep such information confidential. DISPUTE RESOLUTION Resolution of Claims by Arbitration PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION. The following provision applies to any claim, cause of action, proceeding, or other dispute between us concerning this Account 70 71

41 Agreement (each, a Claim ), including all questions of law or fact relating thereto: Option to Arbitrate Either you or we may elect in writing, without the consent of the other, to arbitrate all Claims covered by this provision. This provision will be broadly interpreted in accordance with the following paragraphs. Claims Covered Claims subject to arbitration hereunder shall include all of the following: Claims arising out of or related to this Account Agreement, or any prior or later versions of this Account Agreement Claims arising out of or relating to any aspect of any relationship between us that is governed by this Account Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory Claims that relate to the construction, scope, applicability, or enforceability of this provision Claims that arose before we entered into this Account Agreement or any other agreement or relationship between us that is governed by this Account Agreement (including, but not limited to, Claims relating to advertising) Claims that may arise after the termination of this Account Agreement or any other agreement or relationship between us that is governed by this Account Agreement Claims asserted by or against your or our respective subsidiaries, affiliates, agents, employees, predecessors-in-interest, personal representatives, heirs, and/or successors and assigns Claims Not Covered Claims subject to arbitration hereunder shall not include the following: Any Claim made in any proceeding that you commence in small claims court, so long as it remains in that court Any Claim set forth in any complaint or other communication that you may file with or send to a federal, state, or local administrative agency, such as the Office of the Comptroller of the Currency or the Consumer Financial Protection Bureau Any Claim arising out of the exercise by either of us of any self-help remedy, including any offset, account hold or freeze, or repossession Any Claim arising out of or related to an obligation secured by an interest in real property Arbitration Procedure You and we agree to the following procedures in arbitrating any covered Claim: The party initiating arbitration may choose between arbitration administered by 1 of the following: (i) The American Arbitration Administration ( AAA ) under the AAA s Commercial Arbitration Rules and the Supplementary 72 Procedures for Consumer Related Disputes, except as modified by this Account Agreement. AAA s rules may be obtained from or (toll free). (ii) JAMS/Endispute ( JAMS ) under JAMS Comprehensive Arbitration Rules & Procedures or Streamlined Arbitration Rules & Procedures, including JAMS Consumer Minimum Standards, except as modified by this Account Agreement. JAMS Class Action Procedures shall not apply. JAMS rules may be obtained from or (toll free). Except in the case of a new arbitration by a 3-arbitrator panel, as provided for below, the arbitration shall be decided by a single neutral arbitrator selected in accordance with AAA s or JAMS rules, as applicable. The arbitrator will take reasonable steps to protect customer account information and other confidential information. The arbitrator will decide the dispute in accordance with the terms of our agreements and applicable substantive law, including statutes of limitation and evidentiary privileges. The arbitrator may award damages or other relief (including injunctive relief) available to the individual claimant under applicable law. If the arbitrator s award for a claimant is $0 or against the non-claimant is greater than $100,000 or includes an award of injunctive relief against either party, then that party may request a new arbitration by a 3-arbitrator panel in accordance with AAA s or JAMS rules, in which case each reference in this provision to the arbitrator shall mean such 3-arbitrator panel. Arbitration shall be commenced in the state in which your account is located. Any arbitration hearing shall be conducted in the county in which your account is located, unless you and we agree to another location. If all Claims are for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing in accordance with AAA s or JAMS rules. YOU AND WE AGREE THAT ANY CLAIM MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR OTHER REPRESENTATIVE ACTION. The arbitrator may not consolidate more than 1 person s Claims, and may not otherwise preside over any form of a class or other representative action. If this specific paragraph is determined by the arbitrator to be unenforceable, then this entire provision shall be null and void, and all Claims shall be determined in accordance with the provision of this Account Agreement entitled Resolution of Non-Arbitrable Claims. At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator s award shall be final and binding, subject to judicial review only to the extent allowed under the Federal Arbitration Act. You or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction. 73

42 Arbitration Costs Unless the applicable arbitration rules are more favorable to you, we will advance (i) all arbitration costs in an arbitration that we commence, and (ii) the first $2,500 in arbitration filing, administration, and arbitrator s fees in an arbitration that you commence. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys fees to the prevailing party. Applicable Law; Severance This Account Agreement evidences transactions in interstate commerce. The Federal Arbitration Act governs the interpretation and enforcement of this provision. Except as this provision otherwise provides, if any part of this provision is deemed to be invalid or unenforceable, that part will be severed from the remainder of this provision and the remainder of this provision will be enforced. Resolution of Non-Arbitrable Claims If your account or safe deposit box is at a branch in California or was opened online, the following applies: All Claims that are not arbitrable under this Account Agreement, including all questions of law or fact relating thereto, shall at the written request of any party, be determined by judicial reference pursuant to the California Code of Civil Procedure. The parties acknowledge that in such event, a jury will not decide such Claims. If your account or safe deposit box is at a branch in a state other than California, the following applies: To the maximum extent permitted by law, you and the Bank intentionally and deliberately waive the right to a trial by jury to resolve all Claims that are not arbitrable under this Account Agreement, including all questions of law or fact relating thereto. If the waiver of jury trial set forth above is not enforceable for any reason: Then the parties hereto agree that all Claims that are not arbitrable under this Account Agreement, including all questions of law or fact relating thereto, shall, at the written request of any party, be determined by judicial reference pursuant to the applicable state statutes. The parties acknowledge that in such event, a jury will not decide such Claims. The parties shall select a single neutral referee, who shall be a retired state or federal judge (the Referee ). In the event that the parties cannot agree upon a Referee, the court shall appoint the Referee. The Referee shall report a statement of decision to the court. Nothing in this provision shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this provision. Returned Items Items You Cash or Deposit If you cash or deposit an Item that is later returned unpaid (or we get a notice that it will be returned unpaid), we may 1) charge your account the amount of that Item and interest; or 2) resend the Item through our standard check process electronically or on a collection basis. We may also place or extend a hold related to the Item and charge you a fee or other expense related to the collection process. Whether or not we resend the Item for processing or collection, we will charge your account a returned Item fee each time, even if the Item is ultimately paid. If we receive an affidavit or declaration under penalty of perjury, or any other type of claim or demand pursuant to applicable law, regulation, or similar authority, stating that you were not entitled to the proceeds of a check or other Item deposited to your account, we may debit that amount against any accounts you have with us, whether such accounts are held jointly or solely in your name. If you are receiving government payments, whether by check or by electronic transfers to your account through the government s direct deposit program, and we receive notice from the government reclaiming amounts previously credited, you agree that we may debit any of your accounts, whether such accounts are held jointly or solely in your name, for the amount reclaimed. You further agree to pay us immediately for any amount we are obligated to pay if you do not have sufficient funds in your accounts. We are not obligated to question why an Item is returned. We are also not required to evaluate if the return was timely. You waive any claim against us regarding the payor bank s midnight deadline, final settlement, and notice of dishonor and protest. You agree that we may, but have no obligation to, notify you of any Item that is or may be returned. You agree that if an Item deposited to or cashed against your account is paid and at any later time returned by the payor bank claiming that it was altered, forged, or unauthorized, or should not have been paid for any reason, we may debit or hold any of your accounts for the amount of that Item. We may also charge you a fee. Checks You Write If we return a check that you write unpaid, the depositing bank may re-deposit it electronically. An electronically re-deposited Item will appear on your statement. Contact us if you want a copy of the Item. Returned Items Custom Service We offer the following returned Item services. We may charge a fee for each service you select below. Refer to applicable Fee Schedule. Automatic Re-Clear An automatic re-clear occurs when we send a returned Item to the bank on which it is drawn a second time in an attempt to obtain payment. You can set a maximum amount and have all checks under that amount automatically re-clear, or you can have all checks automatically re-clear. This service requires approval from your branch, which may discontinue the service at any time with notice to you. The standard returned Item fee does not apply to this service. Endorsement Guarantee and Re-Clear If you deposit a check with a missing endorsement, the paying bank may return the check unpaid. If we determine that you cashed the check or deposited 74 75

43 it to your account, we will provide the missing endorsement, guarantee the endorsement, and automatically re-clear the check. Duplicate Notice Sent Either to Your Primary Address or to an Alternate Address We can send you a notice of returned Items, and also send an additional notice to an alternate address. Charge Returned Items and Fees to an Alternate Account We can charge the amount of the returned Items and associated fees to an alternate account of your choice. Centralized Returns Using an Alternate Bank of First Deposit Notification of Service If you centralize the processing of your depository returns through another financial institution, you agree to notify the Bank at least 10 Business Days in advance of commencing the use of an alternate bank of first deposit endorsement stamp or spray. In preparation for using an alternate bank of first deposit, you agree to submit, 10 Business Days prior to use, a sample of the actual endorsement spray or stamp on the back of a physical check and receive approval from the Bank as to its acceptability. Endorsement Standards The Bank will validate your compliance with applicable law, as well as industry standards, Specification for the Placement of MICR Printing, in regard to endorsement content and placement. If you do not communicate your endorsement changes to the Bank or submit your endorsements for review, you agree to take full responsibility for any damages arising from the failure to comply. Placement of the Endorsement When applying an alternate bank of first deposit endorsement, you should place such an endorsement on the back of the check, so that the bank of first deposit s routing number is wholly contained in the area 3.0 inches from the leading edge of the check to 1.5 inches from the trailing edge of the check. The leading edge is defined as the right side of the check looking at it from the front. Client Deposit Preparation and Delivery Channel Refer to the Handbook for specific instructions on deposit preparation. In addition, you may only submit deposits that have centralized returned Item processing at an alternate bank of first deposit through the channels designated as acceptable by the Bank. If you use a non-approved channel, then your work will be processed using Union Bank as the bank of first deposit for the endorsement. When you use a non-approved channel, we will spray over your endorsement with ours. This will be a violation of applicable law as well as the industry standards. We will hold you liable if a claim arises in this case. Returned Items Notification Deposited Items Returned on the Web The Deposited Items Returned service on the Web includes the following standard features: a) view images of the front and back sides of unpaid deposited Items charged back or re-cleared; and b) download text information regarding those Items. Other optional features available in the Web module include viewing text information for early warning of large dollar returns, and decisioning that a deposited Item returned be either charged back or re-cleared for a second or later presentment. Not all clients using Deposited Items Returned on the Web have decisioning capabilities. The decisioning feature is considered an extension of credit and is not available to all clients. If you have access to this feature, you agree to submit your decisions by 11:00 a.m. (Pacific Time) on Business Days, unless we otherwise notify you of an extension to this deadline. If you do not submit a decision for an Item by 11:00 a.m. (Pacific Time), you agree that the Item will default to chargeback and be posted to your account the next day. Only Items returned for the first time as NSF or UCF, as defined below, are eligible for decisioning. On occasion, an Item that normally would be presented to you for decisioning will be charged back. NSF Nonsufficient Available Funds. A check is returned as NSF when it is presented for payment and returned unpaid because the drawer s account does not have sufficient funds available for payment. UCF Uncollected Funds. A check is returned as UCF when the drawer s account does not have sufficient collected funds available for payment. Early Warning of Large Dollar Return Items This service is intended to give you earlier notice when a large dollar Item you have deposited may be returned unpaid. Paying banks are generally required to provide prompt notice to the depository bank when the amount of an Item being returned is $2,500 or more. This dollar threshold is substantially higher for certain paying banks, including Union Bank, that have agreed with one another to adopt a different threshold. When we receive a notice that a large dollar Item you have deposited may be returned, we can relay that information to you the same Business Day we receive it. Paying banks may also send us a cancellation of a previous notice, which we can also relay to you the same day we receive it. Delivery channels include the Web module for Deposited Items Returned and Information Reporting. Note that we can only report to you what has been reported to us. We will not be held responsible for the failure of any paying bank to notify us that a large dollar deposited Item is being returned unpaid, or for a paying bank s delay in doing so. Under some circumstances, by the time we receive the paying bank s notice of a returned deposited Item, we may have already received the Item and posted it to your account. Right of Setoff Balances in your deposit accounts may be subject to our right of setoff for payment of loans or other debts you owe us. If you are a sole proprietor, we may exercise our right to charge personal accounts you maintain with us, whether alone or jointly with others. If your business is a partnership, we may charge the personal accounts any general partner maintains with us, whether held alone or jointly, for amounts the partnership owes us. We will notify you if we exercise our right of setoff. If we exercise our right of setoff against a time deposit account, an early withdrawal penalty or compensating penalty may apply

44 Security Interests You agree that we shall have no obligation to you or to any creditor under any notice of an assignment of, or grant of a security interest in, your account except to the extent we agree to in writing. We may charge you a legal process fee for reviewing and responding to any such notice, whether or not we agree to be bound by it. See applicable Fee Schedule. Services for Disabled Customers It is important that all of our customers feel comfortable banking with us and that they can effectively communicate with us whenever they need to. That s why Union Bank provides several aids to help our customers with hearing, vision, or speech impairments or other disabilities. Please contact any branch for information regarding guideline checks, specially formatted materials, and telephone services for the visually impaired; telecommunication devices for the hearing impaired; and other accommodations available to help customers with special needs. Transferring or Assigning Rights to Your Account Unless we agree otherwise, your accounts are nontransferable and non-assignable. You may not grant, transfer, or assign any of your rights to an account without our prior written consent. We are not required to accept or recognize an attempted assignment of your account or any interest in it, including a notice of security interest. Waivers We may delay enforcing our rights under this Account Agreement without losing them. Any waiver by us shall not be considered a waiver of other rights or of the same right at another time. You waive diligence, demand, presentment, protest, and notice of every kind, except as set forth in this Account Agreement. Waiver of Fees Deposit account services fees for Telephone Banking are waived to those persons who are blind or visually impaired. Severability If any of the provisions of this Account Agreement are determined to be void or invalid, the remainder of the Account Agreement shall remain in full force and effect. Tax Reporting We may report to you and to the Internal Revenue Service (IRS) interest and other payments (i.e., paid rewards or promotional bonuses) you receive during the year. All paid interest or other payments made during the year will be aggregated for reporting purposes. Third-Party Service Providers Some of our services, such as ATM and online services, are dependent upon third-party service providers. We are subject to those providers rules when we or you use their services. You agree to those rules unless the law or written agreement with us states otherwise. We are not responsible for any liability that you may incur as a result of a third-party service provider s delay, disruption, or failure of services. We do not guarantee the services you receive from such providers and are not responsible for the services they provide you, unless the law or a written agreement with us states otherwise. We can choose which service providers to use, and may change a service provider at any time without notice to you

45 unionbank.com 2013 Union Bank, N.A. All rights reserved (1/14)

46 Important Information About Your Account This Notice of Change ( Notice ) amends our: All About Business Accounts & Services Disclosure and Agreement All About Business Accounts & Services and Treasury Management Services Disclosure and Agreement Business Deposit Fee Schedule (California) Business Deposit and Cash Management Fee Schedule (California) and any other addenda to these disclosures ( Agreements ). We have made the following changes to the Agreements. All other terms and conditions for this account will remain the same. The provisions of this Notice are effective as of the dates stated below. If there is any discrepancy between this notice and the Agreements, this notice shall be controlling. Your continued use of your Union Bank account constitutes your consent to the terms of this Notice. CHANGES IN ALL ABOUT BUSINESS ACCOUNTS & SERVICES DISCLOSURE AND AGREEMENT AND ALL ABOUT BUSINESS ACCOUNTS & SERVICES AND TREASURY MANAGEMENT SERVICES DISCLOSURE AND AGREEMENT Effective April 21, 2014, in the ELECTRONIC BANKING SERVICES section, Telephone Banking subsection section, in Telephone Banking Services, releasing stop payments is no longer offered through Telephone Banking. The following paragraph is deleted in its entirety and replaced as follows: What our automated services allow you to do: Receive account information Transfer funds Place stop payments Order checks Notify us of a change of address Activate your Debit Card Report or replace a lost or stolen ATM Card or Debit Card Change your card or Telephone Banking PIN Inquire about loan balances and obtain payoff information Order copies of checks, deposits, and statements 1

47 Effective April 21, 2014, in ELECTRONIC BANKING SERVICES section, Telephone Banking subsection, the Telephone Banking Bill Pay Option subsection is deleted in its entirety, as the Bank no longer offers Telephone Bill Pay. Additionally, the following affected paragraphs are replaced to remove references to Telephone Bill Pay: In the ELECTRONIC BANKING SERVICES section, Telephone Banking subsection, in Telephone Banking Services, the following paragraph is deleted in its entirety and replaced as follows: What is the cutoff time for requests: Telephone Banking transfer requests made before 11:45 p.m. (Pacific Time) on a Business Day will be processed on the same day. Any transfer requests made after 11:45 p.m. (Pacific Time) or on a non-business Day will be processed on the next Business Day. In the ELECTRONIC BANKING SERVICES section, Telephone Banking subsection, in Telephone Transfers, the following paragraph is added: Telephone banking help: For services not listed above, you may speak to a Bank representative. If you mail us a request or have questions regarding Telephone Banking, contact us at the address and number on the first page. If you send us a written request regarding a scheduled Telephone Banking transfer or Union Bank payment request, it must reach us at least 3 Business Days before the transaction is scheduled. Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Union Bank Business Essentials Checking is no longer offered in California, and the subsection is replaced as: Union Bank Business Essentials Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Union Bank Business Essentials Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in Oregon and Washington only Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Nonprofit Checking is no longer offered and the subsection is deleted in its entirety. 2

48 Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Union Bank Business Fundamentals Checking has been renamed to Business Basics Checking and the Union Bank Business Fundamentals Checking subsection is deleted in its entirety and replaced as follows: Business Basics Checking This account is for businesses with low transaction activity. Interest: No interest paid Other: For Business Basics Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Business Value Checking subsection is added as follows: Business Value Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Business Value Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. Not available for public fund agencies. CHANGES IN BUSINESS DEPOSIT FEE SCHEDULE (California) AND BUSINESS DEPOSIT AND CASH MANAGEMENT FEE SCHEDULE (California) Effective April 21, 2014, in the BUSINESS ONLINE BANKING section, Telephone Banking/Bill Pay Option Service subsection is deleted in its entirety as the Telephone Bill Pay Option Service is no longer offered. You may continue to use Telephone Banking for other services, including making Union Bank loan/line payments. 3

49 Effective April 4, 2014, the WIRE TRANSFER SERVICES section is deleted in its entirety and replaced as follows: (The online wire transfer service will be available to all Online Banking Small Business customers by July 31, Availability will be indicated by a Send Wires link within Online Banking.) WIRE TRANSFER SERVICES Our Wire Transfer services provide flexible features for securely initiating wires and receiving notification of wire activity through many channels. The most economical option is to use our online channels. For a business sending higher wire volume each month, consider our online wire service via the Online Financial Center, which allows domestic and international transfers. Online Banking users can send domestic wires only. Other options include visiting a Branch or using our Direct Access (requires a token and phone call to a dedicated wire support center). Incoming Wire Transfers...per wire $ Outgoing Wire Transfers (Each) Monthly Maintenance* Online Financial Center Online Banking for Small Business Direct Access Branch Telephone $25 Domestic Wire $10 $20 $20 $25 $45 International Wire Foreign Currency $10 $30 $35 $50 International Wire - USD $15 $40 $45 $60 Internal Bank (Book) Transfers $2 $6 $6 $10 $30 Wire Notification Fax...per wire $ Telephone...per wire $ Charges to Sender (this will ensure the beneficiary is not charged intermediary bank fees)...each $ Standing Instructions...each $ Fast Fax Report... per month $ *No fee for business checking accounts with a linked Foreign Currency Demand Account. Effective May 1, 2014, in the BUSINESS ONLINE BANKING section, an online banking Bill Pay Expedited Payment Fee is added, and the Business Online Banking subsection is replaced as follows: Online Banking for Small Business (previously known as Internet Business Banking)... $ No Charge Online Bill Pay... $ No Charge Bill Pay Expedited Payment...each $ Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Union Bank Business Essentials Checking is only offered in Oregon and Washington, therefore this subsection is deleted in its entirety. Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Nonprofit Checking is no longer offered and the subsection is deleted in its entirety. 4

50 Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, all references to Union Bank Business Fundamentals Checking are changed to Business Basics Checking. Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Business Value Checking is added as follows: Business Checking Products $100 minimum to open Monthly Service Charge with: Online Statements Paper Statements Balance Required for Monthly Service Charge Waiver: Daily Minimum Monthly Average Monthly Combined Additional Options for Monthly Service Charge Waiver Monthly Activity Fees Combined Transactions 5 no charge Additional Combined Transaction Cash Deposited no charge Additional Cash Deposit per $1,000 Business Value Checking $10 $12 $6,000 $7,500 1 Meet any one of the following qualifying options: $500 in debit card purchases 2 Combination of at least 3 online bill payments or outgoing wire transfer transactions 3 Complete a qualifying Merchant Services transaction $0.40 $10,000 $ Monthly Combined Balance of linked Union Bank business deposit accounts. 2 A total of $500 in debit card purchases from the Business Value Checking account during the statement period. 3 A total of any three Online Bill Pay payments or outgoing wire transfer transactions using the Wire Transfer service from the Business Value Checking account during the statement period. Transaction fees apply to transact using the Wire Transfer service and other fees may apply in using this service. 4 A qualifying Elavon Merchant Services Account transaction is any debit or credit transaction from the Merchant Services Account to the Business Extra Checking account during the statement period. Monthly and other fees apply to the Merchant Services Account. 5 Combined Transactions include each check Item deposited, each debit/paid Item, and each credit/deposit. Combined Transactions do not include checks deposited through Remote Deposit service. unionbank.com 2014 Union Bank, N.A. All rights reserved CA (3/14)

51 Important Information About Your Account This Notice of Change ( Notice ) amends our: All About Business Accounts & Services Disclosure and Agreement All About Business Accounts & Services and Treasury Management Services Disclosure and Agreement Business Deposit Fee Schedule (Oregon/Washington) Business Deposit and Cash Management Fee Schedule (Oregon/ Washington) and any other addenda to these disclosures ( Agreements ). We have made the following changes to the Agreements. All other terms and conditions for this account will remain the same. The provisions of this Notice are effective as of the dates stated below. If there is any discrepancy between this notice and the Agreements, this notice shall be controlling. Your continued use of your Union Bank account constitutes your consent to the terms of this Notice. CHANGES IN ALL ABOUT BUSINESS ACCOUNTS & SERVICES DISCLOSURE AND AGREEMENT AND ALL ABOUT BUSINESS ACCOUNTS & SERVICES AND TREASURY MANAGEMENT SERVICES DISCLOSURE AND AGREEMENT Effective April 21, 2014, in the ELECTRONIC BANKING SERVICES section, Telephone Banking subsection section, in Telephone Banking Services, releasing stop payments is no longer offered through Telephone Banking. The following paragraph is deleted in its entirety and replaced as follows: What our automated services allow you to do: Receive account information Transfer funds Place stop payments Order checks Notify us of a change of address Activate your Debit Card Report or replace a lost or stolen ATM Card or Debit Card Change your card or Telephone Banking PIN Inquire about loan balances and obtain payoff information Order copies of checks, deposits, and statements 1

52 Effective April 21, 2014, in ELECTRONIC BANKING SERVICES section, Telephone Banking subsection, the Telephone Banking Bill Pay Option subsection is deleted in its entirety, as the Bank no longer offers Telephone Bill Pay. Additionally, the following affected paragraphs are replaced to remove references to Telephone Bill Pay: In the ELECTRONIC BANKING SERVICES section, Telephone Banking subsection, in Telephone Banking Services, the following paragraph is deleted in its entirety and replaced as follows: What is the cutoff time for requests: Telephone Banking transfer requests made before 11:45 p.m. (Pacific Time) on a Business Day will be processed on the same day. Any transfer requests made after 11:45 p.m. (Pacific Time) or on a non-business Day will be processed on the next Business Day. In the ELECTRONIC BANKING SERVICES section, Telephone Banking subsection, in Telephone Transfers, the following paragraph is added: Telephone banking help: For services not listed above, you may speak to a Bank representative. If you mail us a request or have questions regarding Telephone Banking, contact us at the address and number on the first page. If you send us a written request regarding a scheduled Telephone Banking transfer or Union Bank payment request, it must reach us at least 3 Business Days before the transaction is scheduled. Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Union Bank Business Essentials Checking is no longer offered in California, and the subsection is replaced as: Union Bank Business Essentials Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Union Bank Business Essentials Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in Oregon and Washington only Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Nonprofit Checking is no longer offered and the subsection is deleted in its entirety. 2

53 Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Union Bank Business Fundamentals Checking has been renamed to Business Basics Checking and the Union Bank Business Fundamentals Checking subsection is deleted in its entirety and replaced as follows: Business Basics Checking This account is for businesses with low transaction activity. Interest: No interest paid Other: For Business Basics Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Business Value Checking subsection is added as follows: Business Value Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Business Value Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. Not available for public fund agencies. CHANGES IN BUSINESS DEPOSIT FEE SCHEDULE (Oregon/Washington) AND BUSINESS DEPOSIT AND CASH MANAGEMENT FEE SCHEDULE (Oregon/Washington) Effective April 21, 2014, in the BUSINESS ONLINE BANKING section, Telephone Banking/Bill Pay Option Service subsection is deleted in its entirety as the Telephone Bill Pay Option Service is no longer offered. You may continue to use Telephone Banking for other services, including making Union Bank loan/line payments. Effective April 4, 2014, the WIRE TRANSFER SERVICES section is deleted in its entirety and replaced as follows: (The online wire transfer service will be available to all Online Banking Small Business customers by July 31, Availability will be indicated by a Send Wires link within Online Banking.) Continued on next page 3

54 WIRE TRANSFER SERVICES Our Wire Transfer services provide flexible features for securely initiating wires and receiving notification of wire activity through many channels. The most economical option is to use our online channels. For a business sending higher wire volume each month, consider our online wire service via the Online Financial Center, which allows domestic and international transfers. Online Banking users can send domestic wires only. Other options include visiting a Branch or using our Direct Access (requires a token and phone call to a dedicated wire support center). Incoming Wire Transfers...per wire $ Outgoing Wire Transfers (Each) Monthly Maintenance* Online Financial Center Online Banking for Small Business Direct Access Branch Telephone $25 Domestic Wire $10 $20 $20 $25 $45 International Wire Foreign Currency $10 $30 $35 $50 International Wire - USD $15 $40 $45 $60 Internal Bank (Book) Transfers $2 $6 $6 $10 $30 Wire Notification Fax...per wire $ Telephone...per wire $ Charges to Sender (this will ensure the beneficiary is not charged intermediary bank fees)...each $ Standing Instructions...each $ Fast Fax Report... per month $ *No fee for business checking accounts with a linked Foreign Currency Demand Account. Effective May 1, 2014, in the BUSINESS ONLINE BANKING section, an online banking Bill Pay Expedited Payment Fee is added, and the Business Online Banking subsection is replaced as follows: Online Banking for Small Business (previously known as Internet Business Banking)... $ No Charge Online Bill Pay... $ No Charge Bill Pay Expedited Payment...each $ Effective April 26, 2014, in the BUSINESS CHECKING ACCOUNTS section, Nonprofit Checking is no longer offered and the subsection is deleted in its entirety. unionbank.com 2014 Union Bank, N.A. All rights reserved OR/WA (3/14)

55 Important Information About Your Account This Notice of Change ( Notice ) amends our documents: All About Business Accounts & Services Disclosure and Agreement All About Business Accounts & Services and Treasury Management Services Disclosure and Agreement and any other addenda to these disclosures ( Agreements ). We have made the following changes to the Agreements. The provisions of this Notice are effective July 21, 2014, as further stated below. If there is any discrepancy between this Notice and the Agreements, this Notice shall be controlling. Your continued use of your Union Bank account constitutes your consent to the terms of this Notice. CHANGES IN APPLICABLE ALL ABOUT BUSINESS ACCOUNTS & SERVICES DISCLOSURE AND AGREEMENT Effective July 21, 2014, the Automatic Transfer Service has changed to allow your preauthorized automatic transfers to process even when there are not enough funds in your debit account. Overdrafts and overdraft fees may occur. The following affected sections are replaced to reflect this change. In the ELECTRONIC BANKING SERVICES section, Automatic Transfer Service subsection is replaced with: The Automatic Transfer Service allows you to establish recurring transfers on a fixed daily, weekly, monthly, or quarterly schedule, between a Union Bank checking, money market, or savings account and a Union Bank checking, money market, savings, or IRA account that you own. Recurring transfers can be set up through Online Banking, Telephone Banking Services (see Telephone Banking Services), or a Union Bank branch (restrictions may apply). If the date of the transfer is not a Business Day, the transfer will be made on the following Business Day. These transfers are not considered direct deposits. Changes or cancellations of recurring transfers established through Online Banking must be made through Online Banking. Changes or cancellation of recurring transfers established through Telephone Banking can be made through Telephone Banking or a branch. Changes or cancellations of recurring transfers established at a branch must be made through the branch by completing a form. continued on reverse

56 You are responsible to ensure there are sufficient Available Funds in the account being debited on the date of the transfer. If there are insufficient Available Funds, the transfer will be subject to overdraft fees, and overdraft protection transfer fees, if applicable. Excludes Public Fund accounts. Transaction limitations apply to savings and money market accounts. Refer to the Savings and Money Market Accounts General Information section, Transaction Limitation for Savings and Money Market Accounts subsection, of this Agreement. In the INFORMATION RELATING TO CHECKING, SAVINGS, AND MONEY MARKET ACCOUNTS section, Overdrafts subsection, under Overdraft Protection, the following paragraphs are replaced: Business Deposit Overdraft Protection: With this service, you authorize the Bank to make automatic transfers from your eligible checking, savings, or money market account ( Overdraft Protection Account ) to your linked checking account to cover Items (including transfers between checking, savings and money market accounts) authorized or presented for payment against nonsufficient funds. (See the Automatic Transfer Service subsection of the Electronic Banking Services section.) Only one Overdraft Protection Account may be linked to a checking account. For savings and money market accounts, these automatic transfers are considered limited transactions, and each transfer is counted as 1 of the 6 transfers from a savings or money market account allowed per monthly statement period (money market accounts) or calendar month (savings accounts or money market accounts when the statement period date was requested to be on a specific day) per federal regulation. (See the Transaction Limitation for Savings and Money Market Accounts subsection of the Savings and Money Market Accounts General Information section.) Limited transaction restrictions do not apply to checking accounts. Business Cash Reserve Account: This is a revolving line of credit available to customers meeting certain credit requirements. With this account, you authorize us to make automatic advances from your Cash Reserve Account to cover Items (including transfers between checking, savings and money market accounts) authorized or presented for payment against nonsufficient funds in your linked checking account. (See the Automatic Transfer Service subsection of the Electronic Banking Services section.) You can also withdraw cash by making advances directly from your Cash Reserve Account. Advances made by us or you can be made up to your available Cash Reserve Account limit. Repayment calculations are determined in accordance with our Business Cash Reserve Account Disclosure and Agreement. 1 1 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to the Business Cash Reserve Account Disclosure and Agreement for full details. unionbank.com 2014 Union Bank, N.A. All rights reserved (04/14)

57 July 2014 News From Union Bank On July 1, 2014, Union Bank changed its legal name from Union Bank, N.A. to MUFG Union Bank, N.A. Although it s only the addition of four letters, the change positions us to better leverage the strength and global reach of our parent company, Mitsubishi UFJ Financial Group, Inc. (MUFG; see below to learn more). Union Bank has been a part of MUFG and its predecessor companies for almost twenty years, and while our legal name is changing, the branches and offices where you do business will continue to carry the Union Bank name. It s business as usual, as there are no actions you need to take in anticipation of this legal name change; and you will still enjoy the same products and services you have come to expect from us. For more information, please visit unionbank.com/mufgunionbank. About MUFG Mitsubishi UFJ Financial Group, Inc. (MUFG) is a family of companies that represents one of the world s largest and most stable 1 financial organizations. Headquartered in Tokyo with approximately 258 trillion (JPY) or $2.5 trillion (USD) in assets as of March 31, 2014, over 1,100 offices in over 40 countries, and over 140,000 employees across the globe, it is also one of the best-capitalized financial companies in the world 2. MUFG s vision is to be the world s most trusted financial group, and Union Bank will continue to strive to exceed expectations and provide strong and stable partnership to our clients, our employees, and our communities in pursuit of that vision. 1 Global Finance, World s 50 Safest Banks, October Assets are calculated according to Japanese GAAP. Equivalent U.S. dollar amounts are provided for reference purposes only, based on the final BTMU official Telegraphic Transfer Middle rate on the date of record MUFG Union Bank, N.A. All rights reserved (07/14)